Information Excluded Clause Samples

Information Excluded. Confidential Information does not include any information which a Party can demonstrate (1) was in the public domain or in the possession of the receiving Party at time of disclosure, (2) became part of the public domain after disclosure through no fault of the receiving Party, (3) was disclosed to the receiving Party by a third party that had a lawful right to disclose it, or (4) was independently developed by the receiving Party.
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Information Excluded. The receiving party's obligations shall not apply to any particular Confidential Information to the extent that the receiving party clearly and convincingly demonstrates that the particular Confidential Information: (i) was in its possession prior to disclosure to it or its development through work performed under this Agreement; (ii) was generally and publicly known and accessible at the time of disclosure or thereafter through no fault of the receiving party; or (iii) was rightfully furnished to the receiving party on a non-confidential basis by a third party who was not directly or indirectly breaching any obligations or duties to ABC, the PIBCs, Viragen, VUSA or their Affiliates. The exceptions provided under this Section 8.3 shall not apply to any information that is considered to be Confidential Information by a party because of its selection, organization, aggregation, format, manner of presentation, or existence in electronic media.
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Information Excluded. The following is not confidential information: * information which is in the public domain; * information which, through no fault of a party, becomes part of the public domain; * information which a party can show was in its possession prior to the time of disclosure; or * information which is rightfully received by a party from a third party without obligation of confidentiality.
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Information Excluded. Notwithstanding the foregoing definition of Information, the following is excluded, any information that (a) was publicly available and was not obtained as a result of a disclosure in violation of this Agreement; (b) the receiving Party is in lawful possession of the Information before its disclosure or (c) it was available on a non-confidential basis from a third party that was not bound by a similar duty of confidentiality (contractual, legal, fiduciary or other) before its disclosure. Information shall not be deemed to be “publicly available” merely because any part of the information is embodied in general disclosures or because individual features, components or combinations thereof are now or become known to the public. Notwithstanding what constitutes excluded Information, at no time will personally identifiable data be made available to the public by either Party.
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Information Excluded. A Party need not treat any of the following as Confidential Information of the other Party under this Agreement: a. Information which is or becomes publicly available or available in the industry or is in the possession of a third party without any violation of this Agreement. b. Information which the Party can show was in its possession prior to receipt from the other Party. c. Information which is received by the Party from a third party without (to the knowledge of that Party) any obligation of confidentiality to the other Party.
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Related to Information Excluded

  • Information Exchange As soon as reasonably practicable after the Effective Date, the Developer and Connecting Transmission Owner shall exchange information, and provide NYISO the same information, regarding the design and compatibility of their respective Attachment Facilities and compatibility of the Attachment Facilities with the New York State Transmission System, and shall work diligently and in good faith to make any necessary design changes.

  • Transaction Information The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on the Funds and the Adviser’s services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement.

  • Financial Information, etc The Borrower and the Company shall (and in the case of paragraph (c) below the Borrower and/or the relevant Guarantor shall) furnish, or cause to be furnished to the Administrative Agent for each Lender copies of the following financial statements, reports and information (all of which shall be computed in Dollars): (a) together with the financial statements delivered pursuant to Clauses 15.1(c) and (d) hereof, a Compliance Certificate; (b) within 10 days after the last day of each calendar month, a Borrowing Base Certificate; (c) within 65 days after the close of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Borrower, each Guarantor and of the Group at the close of such quarter, and the related Consolidated and consolidating statements of income and retained earnings, stockholders' equity and statements of changes in financial position of the Borrower and each Guarantor for the period commencing at the end of the previous Fiscal Year and ending with the close of such quarter, certified by a Managing Director or a Senior Vice President or Vice President of the Borrower and each Guarantor prepared in accordance with GAAP; (d) within 135 days after the close of each Fiscal Year, Consolidated balance sheets at the close of such Fiscal Year and the related Consolidated statements of income and retained earnings, stockholders' equity and changes in financial position for such Fiscal Year, of the Borrower, each Guarantor and of the Group, certified without qualification by Price Waterhouse SARL or other independent public accountants of recognized standing selected by the Borrower and acceptable to the Majority Lenders; (e) promptly upon the mailing thereof to stockholders generally, any annual report, proxy statement or other communication; (f) promptly upon any filing thereof by the Borrower or any Guarantor with the Banque Centrale du Luxembourg or the Securities and Exchange Commission, any annual, periodic or special report or registration statement (exclusive of exhibits thereto) or any prospectus generally available to the public; (g) promptly from time to time at the reasonable request of the Administrative Agent, valuations (appraisals) from the Borrower's independent valuers approved by the Administrative Agent (acting reasonably) of land, properties under development and operating properties held by the Borrower and the Guarantors (or any of them) and the Qualifying Issuers which are Subsidiaries and in the case of other Qualifying Issuers if the Borrower or any Guarantor or the Investment Adviser has such valuations; (h) if in the Administrative Agent's reasonable opinion the aggregate Market Value of Qualifying Collateral has been adversely affected in a material way for whatever reason, a Borrowing Base Certificate dated and delivered within ten days of a request by the Administrative Agent which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Defined Terms) subject to the following modifications: (i) the closing sale or bid price, as the case may be, of a Qualifying Security quoted by the Pricing Service as of the Business Day immediately preceding the date of the Borrowing Base Certificate shall apply; (ii) in all other cases the values or amounts used for the purposes of the most recent Compliance Certificate delivered under Clause 15.1(a) shall apply for those items forming part of the Qualifying Collateral at the date of the Borrowing Base Certificate or if the relevant Qualifying Security has been acquired since the date of the most recent Compliance Certificate the value basis set forth in the definition of Market Value shall be used for such items; (i) if at any time the Borrower has reason to believe that the aggregate Market Value of Qualifying Collateral quoted by the Pricing Service has been adversely affected in a material way for whatever reason, the Borrower shall immediately (and in any event within one Business Day of such time) notify the Administrative Agent and deliver a Borrowing Base Certificate within ten days of such notification which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Terms defined) subject to the modification set forth in paragraph (i) of sub- paragraph (h) above; and (j) promptly from time to time such other information with respect to the Qualifying Collateral or the financial condition and operations of the Group or any member thereof as any Lender may, through the Administrative Agent, from time to time reasonably request.

  • Union Information On a quarterly basis, the Employer shall provide the Union with the name, address, telephone number, hire date, classification, employment status, and pay rate of bargaining unit members.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.