2.1 Confidentiality. Each Shareholder Party agrees that it will, and will direct its designated representatives to, keep confidential and not disclose any Confidential Information; provided, however, that the Sponsor and the Major Holders may disclose Confidential Information (a)to its designated representatives and (b)as the Company may otherwise consent in writing; provided, further, however, that each Shareholder Party agrees to be responsible for any breaches of this ArticleII by such Shareholder Party’s designated representatives and agrees, at its sole expense, to take commercially reasonable measures (including, but not limited to, court proceedings) to restrain its designated representatives from prohibited or unauthorized disclosure of the Confidential Information.
3. Confidentiality. Ali Namvar and, for so long as Ali Namvar remains a director of the Company, Matthew H. Paull, may share confidential information with the Pershing Square Group regarding the Company in accordance with and subject to a confidentiality agreement, which the Pershing Square Group shall enter into with the Company (the Confidentiality Agreement), dated the date hereof, the form of which is attached as Exhibit A hereto.
2.1. Confidentiality. Each Stockholder Party agrees that it will, and will direct its designated representatives to, keep confidential and not disclose any Confidential Information; provided, however, that each Stockholder Party and its designated representatives may disclose Confidential Information to the Stockholders Agreement Parties and the Stockholder Designees and (a)to its designated representatives or (b)as the Company may otherwise consent in writing; provided, further, however, that each Stockholder Party agrees to be responsible for any breaches of this Article II by such Stockholder Partys designated representatives.
12.9 Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a)to Banks Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, Bank Entities); (b)to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferees or purchasers agreement to the terms of this provision); (c)as required by law, regulation, subpoena, or other order; (d)to Banks regulators or as otherwise required in connection with Banks examination or audit; (e)as Bank considers appropriate in exercising remedies under the Loan Documents; and (f)to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i)in the public domain or in Banks possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii)disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.
12.1 Confidentiality. Each Party (i)shall maintain the other Partys Confidential Information strictly confidential, (ii)agrees that it will take the same steps to protect the confidentiality of the other Partys Confidential Information as it takes to protect its own Confidential Information, which shall in no event be less than reasonable steps, and (iii)shall not use the other Partys Confidential Information for any purpose other than in accordance with this Agreement and shall not disclose such Confidential Information to any person other than its personnel who have a need to know such Confidential Information for the Purpose of this Agreement and who are subject to a nondisclosure obligation comparable in scope to this Section12.
8.1Agreement Confidentiality. Neither Party hereto shall disclose the terms of thisAgreement to any other person or entity other than such Party’s Representatives, or as may otherwise be required by Applicable Laws. In the event a Party reasonably believes it is required by Applicable Laws to disclose any terms of this Agreement, prior to any proposed disclosure of any of the terms of this Agreement, such Party shall allow and reasonably assist the other Party in taking any action to lawfully prevent or limit any such disclosure.
Limitations on the banking confidentiality must be based either on a waiver of the relevant bank customer or on an act of German legislation. Examples for such limitations of the banking confidentiality are the statutory audit of the Company’s financial statements (Sections 316 and 317 of the German Commercial Code (Handelsgesetzbuch – HGB), Section 27 KWG), the reporting to the competent bank regulatory authorities (e.g., Sections 13a, 13b, 14 and 44 KWG; Article 394 of Regulation (EU) No.575/2013; Article 10 of Regulation (EU) No.1024/2013; Section 43 of the German Anti-Money Laundering Act (Geldwäschegesetz – GWG)), the competent tax authorities (e.g., Section 93 AO; Section 45d of the German Income Tax Act (Einkommensteuergesetz – EStG); Section 33 of the German Inheritance Tax Act (Erbschaftsteuergesetz – ErbStG)) or criminal investigations (Sections 94 (2), 95, 98 and 161a of the German Code of Criminal Procedure (Strafprozessordnung – StPO)). In each case, the recipient of the information is required to keep the information confidential (e.g., Sections 43 (1) and 50 of the Code of Professional Conduct of Auditors (Wirtschaftsprüferordnung – WPO); Section 9 KWG; Section 32 of the Act on the Deutsche Bundesbank (Bundesbank-Gesetz – BBankG); Article 70 (2) of Regulation (EU) No. 1093/2010; Article 27 (1) of Regulation (EU) No. 1024/2013; Section 54 GwG; Section 30 AO). Identification of a bank customer in a public document would not be permitted or supported by any of the statutory limitations of the banking confidentiality. We also note that that the customer referred to in Item 7.B of the Company’s annual report on Form 20-F has not waived application of the aforementioned privacy laws.
5. Confidentiality. The Company and its Representatives will not in any manner disclose or permit the disclosure of, and will keep strictly confidential, the existence and contents of this letter, the fact that a Proposed Transaction is being pursued, and that discussions or negotiations may be taking place between the Company and Merck, and the identity of Merck in connection with the Proposed Transaction.
(a) Compelled Disclosure. Notwithstanding the provisions of this Article14, nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent the Receiving Party is legally required or compelled to do so by any governmental investigative or judicial agency or body pursuant to proceedings over which such agency or body has jurisdiction; provided, however, that prior to making any such required or compelled disclosure, the Receiving Party shall: (i)assert the confidential nature of the Confidential Information to such agency or body; (ii)promptly notify the Disclosing Party in writing of such order or requirement to disclose; and (iii)cooperate fully with the Disclosing Party in protecting against or limiting any such disclosure and/or obtaining a protective order, confidential treatment and/or any other remedy narrowing the scope of the required or compelled disclosure and protecting its confidentiality. In the event that a protective order, confidential treatment and/or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement as applied to such required or compelled disclosure, then the Receiving Party may, without liability, disclose the Disclosing Partys Confidential Information to the extent that it is legally required or compelled to disclose. The Receiving Party shall furnish only that portion of the Disclosing Partys Confidential Information that is legally required to disclose and shall make all reasonable and diligent efforts to obtain reliable assurances that confidential treatment shall be afforded to Confidential Information so disclosed.
These entities may in turn disclose portfolio holdings information to its affiliates and third parties in connection with the provision of services to the Funds. Although each Trust may enter into written confidentiality agreements, in other circumstances, such as those described in (4)above, the obligation to keep information confidential may be based on common law, professional or statutory duties of confidentiality. Common law, professional or statutory duties of confidentiality, including the duty not to trade on the information, may not be as clearly delineated and may be more difficult to enforce than contractual duties. The Funds officers determine on a case-by-case basis whether it is appropriate for the Fund to rely on such common law, professional or statutory duties. The Funds Board exercises oversight of the disclosure of the Funds portfolio holdings by, among other things, receiving and reviewing reports from the Funds chief compliance officer regarding any material issues concerning the Funds disclosure of portfolio holdings or from officers of the Fund in connection with proposed new exceptions or new disclosures pursuant to item (6)above. Notwithstanding the above, there is no assurance that the Funds policies on the sharing of portfolio holdings information will protect the Fund from the potential misuse of holdings by individuals or firms in possession of that information.
(f) Confidentiality. Other than to other Persons party to this Agreement and to the Purchaser’s employees, officers, directors, attorneys and advisors, the Purchaser has maintained and will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
5. Confidentiality. Executive agrees that this Separation Agreement and the Employment Agreement are confidential and agrees not to disclose any information regarding the terms of this Separation Agreement or the Employment Agreement, except to his immediate family and any tax, legal or other counsel he has consulted regarding the meaning or effect hereof or as required by law, and he will instruct each of the foregoing not to disclose the same to anyone. SPI agrees to disclose any such information only to any tax, legal or other counsel of SPI as required by law. Further, Executive shall not affirmatively make any public or private statements about his employment or separation from SPI except to his immediate family and any tax, legal or other counsel he has retained, unless authorized in writing by SPI; except however, that in response to any inquires from any media or third party, Executive only can state that “Executive and SPI have agreed to part ways on an amicable basis upon the conclusion of the Employment Agreement.” SPI shall provide dates of employment and positions held by Executive in response to any inquiry made by a third party for any purpose regarding Executive’s employment by SPI, and shall not be required to provide any other reference for Executive, whether oral or written, other than the letter of reference described in Section 2(e) of this Separation Agreement.
d. Confidentiality.You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company.You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
7.1Confidentiality. During the term of this License Agreement and for a period of ten (10) years following the expiration or earlier termination hereof, each Party shall maintain in confidence the Confidential Information of the other Party, shall not use or grant the use of the Confidential Information of the other Party except as expressly permitted hereby, and shall not disclose the Confidential Information of the other Party. Notwithstanding the previous sentence, the receiving Party may disclose the Confidential Information of the disclosing Party solely on a “need to know basis”, to Affiliates, and their and each of the Parties’ respective directors, employees, contractors and agents, each of whom prior to disclosure must be bound by obligations of nondisclosure and non-use no less restrictive than the obligations set forth in this Section 7; provided, however, that, in each of the above situations, the receiving Party shall remain responsible for any failure by any person or entity that receives Confidential Information pursuant to this Section 7.1 to treat such Confidential Information as required under this Section 7. To the extent that disclosure to any person is authorized by this License Agreement, prior to disclosure, a Party shall obtain written agreement of such person to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other Party except as expressly permitted under this License Agreement. Each Party shall notify the other Party promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information.