Common use of Treatment of Confidential Information Clause in Contracts

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 17 contracts

Samples: Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp), Agreement and Plan of Reorganization (Work International Corp)

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Treatment of Confidential Information. (a) Each of the Company and the Selling Stockholders, severally and not jointly with any other Person, acknowledges that it it, he or she has or may have had in the past, currently has and in the future may have have, access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries Subsidiaries, and WORK IDG and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it it, he or she will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK IDG, will not disclose such Confidential Information to any Person except except: (ai) Representatives of WORKIDG, (bii) its own Representatives, provided that these such Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that 11.14. Confidential Information shall not include (iA) such information which that becomes known to the public generally through no fault of any Selling Stockholder, (iiB) information required to be disclosed by law or the order of any governmental authority Governmental Authority under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Selling Stockholder shall, if possible, give prior written notice thereof to WORK IDG and provide WORK IDG with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Selling Stockholder of the provisions of this Section 11.01 11.14 with respect to any Confidential Information, WORK IDG shall be entitled to an injunction restraining such Selling Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK IDG from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damagesDamages.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Industrial Distribution Group Inc), Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK OEI and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK OEI will not disclose such Confidential Information to any Person except (a) Representatives of WORKOEI, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK OEI and provide WORK OEI with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK OEI shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK OEI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Oei International Inc

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, Seller acknowledges that it has or may have had in the past, currently has and in the future may have have, access to Confidential Information confidential information of the Company RAB and/or Buyer, including customer lists, files, records, products, technical information, sales activities, procedures, promotion, pricing techniques, business plans, dealer lists and the Company Subsidiaries, the Other Founding Companies credit and their Subsidiaries and WORK and its Subsidiariesfinancial data concerning customers. Each of the Company and the Stockholders, severally and not jointly with any other Person, Seller agrees that it will keep confidential all such Confidential Information furnished to it confidential information and, except with the specific prior written consent of WORK Buyer, will not disclose such Confidential Information confidential information to any Person except person except: (ai) Representatives of WORK, Buyer or (bii) its own Representatives, provided that these such Representatives (other than counsel) agree to acknowledge the confidentiality provisions of this Section 11.01; and provided, further, that Section. Confidential Information information shall not include (iA) such information which that becomes known to the public generally through no fault of any StockholderSeller, (iiB) information required to be disclosed by the terms of this Agreement or by law or the order by inquiry from or Order of any governmental authority Governmental Entity under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Stockholder Seller shall, if possible, give prior written notice thereof to WORK Buyer and provide WORK Buyer with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against Seller. Because of the disclosing party. In difficulty of measuring the event economic loss that may be incurred as a result of a the breach or threatened breach by any Stockholder of the covenants above, and because of the immediate and irreparable damage that would be caused for which the injured party would have no other adequate remedy, Seller agrees that Buyer and/or RAB may enforce the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction by injunctions and restraining such Stockholder from disclosing, in whole or in part, that Confidential Informationorders against it. Nothing herein shall be construed as prohibiting WORK Buyer from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damages, subject to the limitations of Article 10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Royal Bancshares of Pennsylvania Inc)

Treatment of Confidential Information. (a) Each of RW, the Company and the StockholdersStockholder, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK RW and its Subsidiaries. Each of RW, the Company and the StockholdersStockholder, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK RW and the Company, will not disclose such Confidential Information to any Person except (a) Representatives of WORKthe other parties to this Agreement, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder the disclosing party shall, if possible, give prior written notice thereof to WORK the party who owns the Confidential Information and provide WORK such party with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In party or (iv) information RW determines it needs to disclose pursuant to the event of a breach Securities Act or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential InformationExchange Act. Nothing herein shall be construed as prohibiting WORK any party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Stock Purchase Agreement (Railworks Corp)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, Sellers acknowledges that it he or she has or may have had in the past, currently has and in the future may have have, access to Confidential Information confidential information of the Company Company, and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its SubsidiariesBuyer. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees Sellers agree that it he or she will keep confidential all such Confidential Information furnished to it confidential information and, except with the specific prior written consent of WORK the Buyer, will not disclose such Confidential Information confidential information to any Person except person except; (ai) Representatives representatives of WORKthe Buyer, or (bii) its own Representativesrepresentatives, provided that these Representatives such representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Section. Confidential Information information shall not include (iA) such information which that becomes known to the public generally through no fault of any Stockholderthe Sellers, (iiB) information required to be disclosed by the terms of this Agreement or by law or the order of any governmental authority under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Stockholder Sellers shall, if possible, give prior written notice thereof to WORK the Buyer and provide WORK the Buyer with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes disclosure is required to be disclosed in connection with the defense of a lawsuit against the disclosing party. In Because of the event difficulty of measuring the economic loss that may be incurred as a result of the breach or threatened breach by any Stockholder of the covenants above, and because of the immediate and irreparable damage that would be caused for which the injured party would have no other adequate remedy, Sellers agree that Buyer and/or the Company may enforce the provisions of this Section 11.01 with respect to section by injunctions and restraining orders against any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Informationof them who breaches any of these provisions. Nothing herein shall be construed as prohibiting WORK Buyer from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damages, subject to the limitations of Article 10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Able Energy Inc)

Treatment of Confidential Information. (a) Each of the Company Sellers and the StockholdersShareholders, severally on the one hand, and not jointly with any the Buyer Parties on the other Person, hand acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company Buyer Parties and the Company SubsidiariesSellers, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiariesrespectively. Each of the Company Sellers and the Stockholders, severally Shareholders and not jointly with any other Person, each of the Buyer Parties agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK the other Party (meaning, with respect to the Sellers and the Shareholders, SLL, and with respect to SLL and the Buyer Parties, the Company), will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representativessuch Party, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.0111.1; and provided, furtherhowever, that Confidential Information shall not include such information as (i) such information which becomes known to the public generally through no fault of any Stockholder, the party receiving the Confidential Information (ii) information is required to be disclosed by law or the order of any governmental authority under color of law, Governmental Authority provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder a Party shall, if possiblepracticable, give prior written notice thereof to WORK the other Party and provide WORK the other Party with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required to be disclosed in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder Party of the provisions of this Section 11.01 11.1 with respect to any Confidential Information, WORK the other Party shall be entitled to an injunction restraining such Stockholder Party from disclosing, in whole or in part, part that Confidential Information. Nothing herein shall be construed as prohibiting WORK a Party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Asset Purchase Agreement (Steiner Leisure LTD)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK TMI and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK TMI will not disclose such Confidential Information to any Person except (a) Representatives of WORKTMI, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK TMI and provide WORK TMI with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK TMI shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK TMI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Triad Medical Inc

Treatment of Confidential Information. (a) Each of the Company and the StockholdersMembers, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the StockholdersMembers, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any StockholderMember, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder Member shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder Member of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder Member from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Notwithstanding anything to the contrary set forth herein, the obligations imposed herein upon the Company and the Members shall be in addition to, and not in lieu or limitation of, the obligations of confidentiality set forth in the Nondisclosure Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Work International Corp)

Treatment of Confidential Information. (a) Each of the Company and the Stockholdersparties to this Merger Agreement, severally and not jointly with any other Person, acknowledges that it it, he or she has or may have had in the past, currently has and in the future may have have, access to Confidential Information of the Company and the Company its Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK IDG and its Subsidiaries. Each of the Company and the Stockholdersparties to this Merger Agreement, severally and not jointly with any other Person, agrees that it it, he or she will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK the other parties hereto, will not disclose such Confidential Information to any Person except except: (ai) Representatives of WORKthe other parties hereto, (bii) its or their own Representatives, provided that these such Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that 11.13. Confidential Information shall not include (iA) such information which that becomes known to the public generally through no fault of any Stockholderof the parties, (iiB) information required to be disclosed by law or the order of any governmental authority Governmental Authority under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Stockholder party shall, if possible, give prior written notice thereof to WORK the other parties and provide WORK the other parties with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder party of the provisions of this Section 11.01 11.13 with respect to any Confidential Information, WORK the other parties shall be entitled to an injunction restraining such Selling Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK any party from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damagesDamages.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Industrial Distribution Group Inc)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, The Seller acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information with respect to the Business of the Company Seller and the Company SubsidiariesJoint Ventures, the Other Founding Buyer Companies and their Subsidiaries and WORK and its Subsidiariesrespective Affiliates. Each of the Company and the Stockholders, severally and not jointly with any other Person, The Seller agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK the Buyer Companies, will not use any such Confidential Information except to perform obligations or enforce its rights under this Agreement, for a period of three (3) years from the date of the related Closing, disclose any such Confidential Information to any Person except (ai) Representatives of WORK, the Buyer Companies and (bii) its own Representatives, provided that these Representatives (other than counsel) agree to the non-use and confidentiality provisions of this Section 11.0114.1; and provided, furtherhowever, that that, for purposes of this Section 14.1(a), Confidential Information shall does not include such information as (i) such information which becomes known to the public generally through no fault of any Stockholder, the Seller or its Representatives or (ii) information is required to be disclosed by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing the disclosure by the Seller of any information pursuant to under this clause (ii), each Stockholder shall, if possible, the Seller will give prior written notice thereof to WORK the Buyer Companies of the circumstances requiring disclosure and provide WORK the Buyer Companies with the opportunity to contest such that disclosure. Notwithstanding the above, or (iii) information in the event that this Agreement is terminated prior to the First Closing, the Seller shall not have any obligation to the Buyer Companies with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 Confidential Information except with respect to any Confidential Information, WORK shall be entitled Information relating to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damagesBuyer Companies and their respective Affiliates.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, Seller acknowledges that it has or may have had in the past, currently has and in the future may have have, access to Confidential Information confidential information of the Company RAB and/or Buyer, including customer lists, files, records, products, technical information, sales activities, procedures, promotion, pricing techniques, business plans, dealer lists and the Company Subsidiaries, the Other Founding Companies credit and their Subsidiaries and WORK and its Subsidiariesfinancial data concerning customers. Each of the Company and the Stockholders, severally and not jointly with any other Person, Seller agrees that it will keep confidential all such Confidential Information furnished to it confidential information and, except with the specific prior written consent of WORK Buyer, will not disclose such Confidential Information confidential information to any Person except person except: (ai) Representatives of WORK, Buyer or (bii) its own Representatives, provided that these such Representatives (other than counsel) agree to acknowledge the confidentiality provisions of this Section 11.01; and provided, further, that Section. Confidential Information information shall not include (iA) such information which that becomes known to the public generally through no fault of any StockholderSeller, (iiB) information required to be disclosed by the terms of this Agreement or by law or the order by inquiry from or Order of any governmental authority Governmental Entity under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Stockholder Seller shall, if possible, give prior written notice thereof to WORK Buyer and provide WORK Buyer with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against Seller. Because of the disclosing party. In difficulty of measuring the event economic loss that may be incurred as a result of a the breach or threatened breach by any Stockholder of the covenants above, and because of the immediate and irreparable damage that would be caused for which the injured party would have no other adequate remedy, Seller agrees that Buyer and/or RAB may enforce the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction by injunctions and restraining such Stockholder from disclosing, in whole or in part, that Confidential Informationorders against it. Nothing herein shall be construed as prohibiting WORK Buyer from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Stock Purchase Agreement (Royal Bancshares of Pennsylvania Inc)

Treatment of Confidential Information. (a) (i) Each of the Company Company, each MTM Stockholder and the StockholdersStockholder, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company SubsidiariesCompany, the Other Founding Companies and their Subsidiaries and WORK Purchaser and its Subsidiaries. Each of the Company Company, each MTM Stockholder and the StockholdersStockholder, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK Purchaser will not disclose such Confidential Information to any Person except (a) Representatives of WORKPurchaser (on a need to know basis), (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.0112.1; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any the Stockholder or such MTM Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each the Stockholder or such MTM Stockholder shall, if possible, give prior written notice thereof to WORK Purchaser and provide WORK Purchaser with the opportunity to contest such disclosure, or (iii) information with respect to the disclosure of which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the Stockholder or any MTM Stockholder of the provisions of this Section 11.01 12.1 with respect to any Confidential Information, WORK Purchaser shall be entitled to an injunction restraining the Stockholder or such MTM Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

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Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Notwithstanding anything to the contrary set forth herein, the obligations imposed herein upon the Company and the Stockholders shall be in addition to, and not in lieu or limitation of, the obligations of confidentiality set forth in the Nondisclosure Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Work International Corp)

Treatment of Confidential Information. (a) Each of RW, the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK RW and its Subsidiaries. Each of RW, the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK RW will not disclose such Confidential Information to any Person except (a) Representatives of WORKRW, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK RW and provide WORK RW with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In party or (iv) information RW determines it needs to disclose pursuant to the event of a breach Securities Act or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential InformationExchange Act. Nothing herein shall be construed as prohibiting WORK RW from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Railworks Corp

Treatment of Confidential Information. (a) Each of the Company and the StockholdersShareholders, severally and not jointly with any other Person, acknowledges that it it, he or she has or may have had in the past, currently has and in the future may have have, access to Confidential Information of the Company and the Company its Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK UCB and its Subsidiaries. Each of the Company and the StockholdersShareholders, severally and not jointly with any other Person, agrees that it it, he or she will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK UCB, will not disclose such Confidential Information to any Person except except: (ai) Representatives of WORKUCB, (bii) its own Representatives, provided that these such Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Section. Confidential Information shall not include (iA) such information which that becomes known to the public generally through no fault of the Company or any StockholderShareholder, (iiB) information required to be disclosed by law or the order of any governmental authority Governmental Authority under color of law, provided, provided that prior to disclosing any information pursuant to this clause (iiB), each Stockholder of the Company and the Shareholders shall, if possible, give prior written notice thereof to WORK UCB and provide WORK UCB with the opportunity to contest such disclosure, or (iiiC) such information with respect to which that the disclosing party reasonably believes the disclosure of which is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder Shareholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK UCB shall be entitled to an injunction restraining such Stockholder Shareholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK UCB from pursuing any other remedy available remedy at law or in equity for such breach or threatened breach, including the recovery of damagesDamages.

Appears in 1 contract

Samples: Share Purchase Agreement (United Community Banks Inc)

Treatment of Confidential Information. (a) Each of the Company and the StockholdersStockholder, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the StockholdersStockholder, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Work International Corp)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK will not disclose such Confidential Information to any Person except (a) Representatives of WORK, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK and provide WORK with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Work International Corp)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK Purchaser and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK Purchaser will not disclose such Confidential Information to any Person except (a) Representatives of WORKPurchaser, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.0112.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK Purchaser and provide WORK Purchaser with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 12.01 with respect to any Confidential Information, WORK Purchaser shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK ARS and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK ARS will not disclose such Confidential Information to any Person except (a) Representatives of WORKARS, (b) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 11.01; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK ARS and provide WORK ARS with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 with respect to any Confidential Information, WORK ARS shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK ARS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Timmons Gorden H)

Treatment of Confidential Information. (a) Each of the Company and the Stockholders, severally and not jointly with any other Personperson, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and subsidiaries of the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and WORK Purchaser and its Subsidiariessubsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Personperson, agrees that it will keep confidential all such Confidential Information furnished to it and, except with the specific prior written consent of WORK Purchaser will not disclose such Confidential Information to any Person person except (a) Representatives representatives of WORKPurchaser, (b) its own Representativesrepresentatives, provided that these Representatives representatives (other than counsel) agree to the confidentiality provisions of this Section 11.0110.1; and provided, further, that Confidential Information shall not include (i) such information which becomes known to the public generally through no fault of any Stockholder, (ii) information required to be disclosed by law or the order of any governmental authority Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder shall, if possible, give prior written notice thereof to WORK Purchaser and provide WORK Purchaser with the opportunity to contest such disclosure, or (iii) information with respect to which the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 11.01 10.1 with respect to any Confidential Information, WORK Purchaser shall be entitled to an injunction restraining such Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting WORK Purchaser from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omnilynx Communications Corp)

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