Confidentiality: Executive agrees that he will not disclose or make available to any other person or entity, or use for his own personal gain, monetary or otherwise, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder. For purposes of this Agreement, “Confidential Information” shall mean any and all information, data and knowledge that have been created, discovered, developed or otherwise become known to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures or in which property rights have been assigned or otherwise conveyed to [[Corporate Group:Organization]] or any of its [[Corporate Group:Organization]] or ventures, which information, data or knowledge has commercial value in the business in which [[Corporate Group:Organization]] is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation Confidential Information includes trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manual, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets or other financial information, projections, licenses, prices, costs, and employee, customer and supplier lists or parts thereof.
I understand and agree that as a result of my employment with Ashland, I have come into contact with, had access to and learned various technical and non-technical Confidential Information relating to the Ashland’s operations, including the operations of parents, subsidiaries and affiliates of Ashland (collectively, the “Company”). “Confidential Information” includes financial and business information such as information with respect to costs, commissions, fees, profits, sales, markets, mailing lists, strategies, customer information, customer identities, names and addresses, customer services and customer products, methods, procedures, devices and other means used by the Company, or any of its subsidiaries and affiliates, in the conduct of its business; marketing plans and strategies; innovative programs and services; acquisition or divestiture plans and strategies; data processing computer programs, databases, formulae, software codes, secret processes, financial products and adaptations thereto; inventions, research projects, and all other matters of a technical nature; names and addresses of the vendors and suppliers used by the Company, or any of its subsidiaries and affiliates; financial arrangements with the vendors and suppliers, and vendor and supplier representatives responsible for entering into contracts with the Company, or any of its subsidiaries and affiliates; information with respect to the finances, budgets, funding, investments, costs, and similar financial information of the Company, or any of its subsidiaries and affiliates; information regarding clients of Company, or any of its subsidiaries and affiliates, including but not
Executive acknowledges that the Company's trade secrets, private or secret processes, methods, and ideas, as they exist from time to time, and information concerning the Company's services, business records and plans, inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyrights, trademarks, proprietary information, formulae, protocols, forms, procedures, training methods, development technical information, know-how, show-how, new product and service development, advertising budgets, past, present or planned marketing, activities and procedures, method for operating the Company's business, credit and financial data concerning the Company's customers, and marketing, advertising, promotional, and sales strategies, sales presentations, research information, revenues, acquisitions, practices and plans and information which is embodied in written or otherwise recorded form, and other information of a confidential nature not known publicly or by other companies selling to the same markets and specifically including information which is mental, not physical (collectively, the "Confidential Information") are valuable, special, and unique assets of the Company, access to and knowledge of which have been provided to Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company's business is conducted, Executive agrees that all Confidential Information, heretofore or in the future obtained by Executive as a result of Executive's association with the Company shall be considered confidential.
authority as of the Lease Commencement Date (the costs described in clauses (A), (B), (C) and (D) being referred to collectively as “Permitted Capital Expenditures”); provided, however, that any Permitted Capital Expenditure shall be amortized (including interest on the amortized cost) over the useful life of the item in question, as reasonably determined by , in a manner consistent with the practices of landlords of Comparable Buildings and otherwise in accordance with sound real estate management and accounting principles; # costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute Tax Expenses, # cost of relation programs reasonably established by , provided that such cost is reasonably commensurate with similar relation budgets applicable in Comparable Buildings, and # payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Building, including, without limitation, any covenants, conditions and restrictions affecting the property (specifically including the Declaration), and reciprocal easement agreements affecting the property, any parking licenses, and any agreements with transit agencies affecting the Property (collectively, “Underlying Documents”). Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:
Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrowers consolidated operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Bank (the Monthly Financial Statements); # Monthly Compliance Certificate. Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement substantially in the form of Exhibit B; # Annual Operating Budget and Financial Projections. Within sixty (60) days after the end of each fiscal year of Borrower and as updated promptly following approval by Borrowers Board of Directors # annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and # annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrowers Board of Directors, together with any related business forecasts used in the preparation of such annual financial projections;
The U.S. Parent represents and warrants that it, its controlling Person and any Subsidiary, in each case, if any, either # has no registered or publicly traded securities outstanding, or # files its financial statements with the SEC and/or makes its financial statements available to potential holders of its [[Unknown Identifier]] securities, and, accordingly, the U.S. Parent hereby # authorizes the Administrative Agent to make the financial statements to be provided under [Section 5.01(a) and (b)])] (collectively or individually, as the context requires, the Financial Statements), along with the Loan Documents, available to Public-Siders and # agree that at the time such Financial Statements are provided hereunder, they shall already have been made available to holders of its securities. The U.S. Parent will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the U.S. Parent has no outstanding publicly traded securities, including [[Unknown Identifier]] securities. Notwithstanding anything herein to the contrary, in no event shall the U.S. Parent request that the Administrative Agent make available to Public-Siders budgets or any certificates, reports or calculations with respect to the Borrowers compliance with the covenants contained herein or with respect to the Borrowing Base.
and shall each designate in writing one or more representatives to act on its behalf in dealing with the other party in matters relating to Improvements. Each of the representatives shall: # attend or send an authorized designee to attend each Project Meeting and fully participate and cooperate with each other to ensure the orderly progression of the Improvements; # be qualified to render decisions that are within their delegation of authority or, if outside their delegation of authority, to obtain such decisions in an expedited manner to ensure scope, cost and schedule are maintained; and # be authorized to approve or obtain such approval in an expedited manner, preliminary plans and specifications and the Schematics, Construction Documents, Change Orders, subcontractors, bids, the Contractors and any budgets. Either party may, at any time, change its designated representative by giving a minimum of three (3) business days’ notice of a change of designation, but such change will not affect or make void any previous rendered decisions, approvals or consents of such party’s previous designated representative. The designated representatives shall exert their best efforts to render decisions and take actions in a timely manner so as to avoid unreasonable delay in the other party’s work and actions with respect to the construction of the Improvements. hereby designates Chris Faber (email: ; telephone: (office) and (mobile)) as its designated representative. hereby designates Brennan Geraghty (email: ; telephone: ), as its designated representative.
Information includes trade secrets as well as other proprietary knowledge, information, know-how, and non-public intellectual property rights, including unpublished or pending patent applications and all related patent rights, formulae, processes, discoveries, improvements, ideas, conceptions, compilations of data, and data, whether or not patentable or copyrightable and whether or not it has been conceived, originated, discovered, or developed in whole or in part by Participant. For example, Confidential Information includes, but is not limited to, information concerning the Employer Business' business plans, budgets, operations, products, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, employees, customers, prospective customers, licensees, or licensors; information received from third parties under confidential conditions; or other valuable financial, commercial, business, technical or marketing information concerning the Employer Business, or any of the products or services made, developed or sold by the Employer Business. Confidential Information does not include information that # was generally known to the public at the time of disclosure; # was lawfully received by Participant from a third party; # was known to Participant prior to receipt from the Employer Business; or # was independently developed by Participant or independent third parties; in each of the foregoing circumstances, this exception applies only if such public knowledge or possession by an independent third party was without breach by Participant or any third party of any obligation of confidentiality or non-use, including but not limited to the obligations and restrictions set forth in this Plan.
Disclosure Updates. Each Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any factual information taken as a whole (other than forward-looking information, projections and other financial forecasts and budgets, information of a general economic nature, general information about Borrowers industry, information and reports provided by third party advisors and information with respect to third parties that are not Affiliates of the Loan Parties) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender was not, when furnished and taken as a whole, true and accurate, in all material respects, on the date as of which such information was dated or certified, or, when furnished and taken as a whole, omitted to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided, in each case, after giving effect to all supplements and updates thereto subsequent to the date on which such information was dated, certified or furnished. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.
Confidential Information. You acknowledge that your services to be rendered hereunder will place you in a position of confidence and trust with the Company and will allow you access to “Confidential Information” (as defined below). You agree that at all times during and after the term of your employment hereunder, you will maintain the Confidential Information in strictest confidence and will not, unless required to do so in the ordinary course of the Company’s operations, disclose to any person, or use for your own personal use or financial gain, whether individually or on behalf of another person, any Confidential Information. Without limiting the generality of the foregoing, you acknowledge that the Company may have agreements and/or relationships with other persons that may impose obligations or restrictions regarding the confidential nature of work or information relating to such persons, and you agree to be bound by all such obligations and restrictions. As used herein, the term “Confidential Information” means any non-public information relating to the Company and its businesses including, but not limited to, information regarding any trade secrets, proprietary knowledge, business plans, operating procedures, finances, financial condition, customers, clients, suppliers, distributors, agents, business activities, budgets, strategic or financial plans, objectives, marketing plans, products, services, price and price lists, operating and training materials, data bases and analyses; provided, however, that Confidential Information shall not include information: # already known to you prior to its disclosure to you, or # that is or becomes generally known to the public through no act or omission by you, or # becomes available to you from a source other than the Company, provided that such source is not subject to or bound by any duty or obligation of confidentiality with respect to such information.
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