Energy Disclosure Requirements............................................................................................... 74
Energy Disclosure Requirements 19
Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of the Executive’s employment hereunder. The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Company or its subsidiaries.
Each of Cosmos and the acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the [[Organization B:Organization]] Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject.
Non-Disclosure of Information. In the event Employee 's employment has been terminate, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee's own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term "Proprietary Information" shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company's business, or is a customer list or similar list of persons engaged in business activities with Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company's principal place of business.
The Purchaser has had access to the Exchange Act Reports and the Exhibits thereto and has reviewed the Disclosure Letter and has had the opportunity to ask questions of, and receive answer from, officers of the Company concerning the terms and conditions of the offering of the Shares and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary in Purchaser’s sole judgment for Purchaser to verify the accuracy of the information provided by the Company in the Exchange Act Reports, in this Agreement, in the Disclosure Letter and otherwise. The Purchaser has conducted such diligence about the Shares, the Company and its Subsidiaries as the Purchaser believes in connection with its investment.
Hamakua Energy Partners L.P. Generation Facility (Independent Power Producer) (“HEP Power Plant”) located at 45-300 Lehua St, Honokaa, Hawaii 96727.
Energy Future Holdings Corp., a Texas corporation (EFH); # Energy Future Intermediate Holding Company LLC (EFIH), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; # EFH Corporate Services Company (EFH Corporate Services), a Delaware corporation and a direct, wholly-owned subsidiary of EFH; # EFIH Finance Inc. (EFIH Finance), a Delaware corporation and a direct, wholly-owned subsidiary of EFIH; # Energy Future Competitive Holdings Company LLC (EFCH), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFH; # Texas Competitive Electric Holdings Company LLC (TCEH), a Delaware limited liability company and a direct, wholly-owned subsidiary of EFCH; # each of TCEHs direct and indirect subsidiaries listed on the signature pages hereto (the TCEH Subsidiaries, and together with TCEH and EFCH, the TCEH Debtors); and # each of EFHs other direct and indirect subsidiaries listed on the signature pages hereto (each of the foregoing entities identified in subclauses [(i) through (viii)] a Debtor and, collectively, the Debtors);
Each of Arlington and Stagecoach is a natural-gas company as that term is defined in Section 2 of the Natural Gas Act of 1938, as amended (the Natural Gas Act). Except for Arlington and Stagecoach, none of the Contributed Entities is a natural-gas company as that term is defined in Section 2 of the Natural Gas Act. Except for Arlington and Stagecoach, none of the Contributed Entities has operated or provided services in a manner that would subject its rates and terms of service to FERC jurisdiction pursuant to the Natural Gas Act or the Natural Gas Policy Act of 1978 (the NGPA). Each of Arlington and Stagecoach is, and since October 7, 2013 has been, in compliance in all material respects with the applicable provisions of the Natural Gas Act, the NGPA, the rules and regulations promulgated by FERC pursuant to the Natural Gas Act and the NGPA, the terms and conditions of any and all tariffs, the provisions of any and all statements of operating conditions, and any and all orders and authorizations issued by FERC, in each case as applicable to them.
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
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