Certain Confidential Information Sample Clauses

Certain Confidential Information. Certain of the information contained in this Agreement is confidential and has not been publicly disclosed by the Company, including the contemplated filing of the Shelf Registration Statement (the “Confidential Information”). Accordingly, each of the undersigned Holders agrees to maintain the Confidential Information in confidence until such time as the Confidential Information has been publicly disclosed by the Company.

Certain Confidential Information. (a) The Purchaser hereby acknowledges that in connection with the transactions contemplated by this Agreement, it and its Affiliates have received and will continue to receive certain Evaluation Material (as defined in the Confidentiality Agreement). The Purchaser acknowledges that it and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Evaluation Material except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Evaluation Material with respect to the businesses, operations, properties, assets, liabilities, financial condition and results of operations of the Company and its Subsidiaries, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing or any termination of this Agreement. (b) The Seller recognizes that by reason of its ownership of the Company and its Subsidiaries, the Seller has acquired proprietary, secret or confidential information concerning the operation of the business of the Company and its Subsidiaries and may acquire certain additional proprietary, secret or confidential information pursuant to Section 7.11(b) or (c). Accordingly, the Seller covenants to the Purchaser that, from and after the Closing Date, the Seller will not, and it will not permit any of its Affiliates to, for a period of three years following the Closing, except in performance of the terms of this Agreement or the Transition Services Agreement, in the enforcement of its rights under this Agreement or the Transition Services Agreement or with the prior written consent of the Purchaser, directly or indirectly, disclose any proprietary, secret or confidential information relating to the Company or any of its Subsidiaries or their respective businesses that it may learn or has learned by reason of its ownership of the Company or the performance of the Transition Services Agreement or pursuant to the provisions of Section 7.11(b) or (c), unless (i) it is or becomes generally available to the public other than as a result of disclosure by either the Seller or any of its Affiliates, (ii) it is known by reason of ownership or operation of a business (owned or operated as of the date hereof) other than that of the Company and its Subsidiaries or (iii) disc...

Certain Confidential Information. (a) Each of the parties hereto hereby acknowledges that in connection with the transactions contemplated by this Agreement such party and its Affiliates have received and will continue to receive certain Confidential Information (as defined in the Confidentiality Agreement). Each of the parties hereto acknowledges that such party and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Confidential Information except as permitted by such agreement. The provisions of this Section 7.5 and the Confidentiality Agreement, insofar as they relate to Confidential Information with respect to the businesses, operations, properties, assets, liabilities, financial condition and results of operations of the Company and its Subsidiaries, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.5 shall survive the Closing or any termination of this Agreement. (b) Seller shall keep confidential, and cause its Affiliates and its and their officers, directors, employees and advisors to keep confidential, all information relating to the Company and the Subsidiaries, except as required by Law and except for information that is available to the public on the Closing Date, or thereafter becomes available to the public other than, in each case, as a result of a breach of this Section 7.5. The covenant set forth in this Section 7.5(b) shall terminate two years after the Closing Date.

Certain Confidential Information. (a) Confidential Information shall be retained by EMRA and the Company in strictest confidence and shall not be disclosed to any third party without the express prior written consent of EMRA, which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Company’s consent shall be deemed given if not withheld in writing within 24 hours after EMRA notifies the Company in writing of an emergency situation where disclosure is required to protect the health, safety, and security of the citizens

Certain Confidential Information. The Parent hereby acknowledges that in connection with the transactions contemplated by this Agreement, it and its Affiliates have received and will continue to receive certain documents and information in connection with the transactions contemplated by this Agreement. All such materials reviewed or received, including, without limitation, materials reviewed in connection with Section 7.3, shall be deemed to be Confidential Information for the purposes of the Confidentiality Agreement. The Parent acknowledges that it and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Confidential Information except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Confidential Information with respect to the business, operations, properties, assets, liabilities, financial condition and results of operations of the Company, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing or any termination of this Agreement.

Certain Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

Certain Confidential Information. Buyer hereby acknowledges that in connection with the transactions contemplated by this Agreement it has received certain Confidential Information, as defined in the Buyer Confidentiality Agreement. Buyer acknowledges that it is bound by the Buyer Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Confidential Information except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Confidential Information that relates to or affects the Company, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing and any termination of this Agreement.

Certain Confidential Information. The existence of this Agreement and -------------------------------- its terms, and the existence and terms of the LLC Collaboration Agreement and the Collateral Agreements as they may then exist are Confidential Information of each party hereto. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Certain Confidential Information. The existence of this Agreement and -------------------------------- its terms, and the existence and terms of the Collateral Agreements are Confidential Information of each party hereto.

Certain Confidential Information. Notwithstanding anything to the contrary, if a disclosing party has not filed a necessary patent application with respect to any applicable Confidential Information, it may require the receiving Party to delay the proposed authorized or required disclosure (to the extent the disclosing party may legally do so), for up to ninety (90) days, to allow for the filing of such an application.