Nondisclosure of Material Information and Trading of Common Units Clause Samples

Nondisclosure of Material Information and Trading of Common Units. (a) Each Member agrees that all “material and non-public information” obtained by it pursuant to this Agreement or otherwise with respect to the Company or the MLP will be kept confidential and will not be disclosed by such Member, or by any of its agents, representatives or employees, in any manner whatsoever, in whole or in part, to any third party except that (a) each Member shall be permitted to disclose such information (including, but not limited to, financial information and analysis derived from public information related to the Company or the MLP) to those of its partners, agents, representatives and employees who need to be familiar with such information, or who are entitled to receive such information pursuant to a Member’s agreement with its partners, in connection with such Member’s investment in the Company, and (b) each Member shall be permitted to disclose information to the extent required by Law, so long as such Member shall have first afforded the Company with a reasonable opportunity to contest the necessity of disclosing such information. Each Member further agrees that it will not provide any “material and non-public information” family members or friends through any written or verbal communications. (b) Each Member agrees that it will not trade any securities in the MLP, including the Common Units, any other partnership interests, options, notes, bonds, or convertible securities of the MLP, as well as derivative securities relating to any securities of the MLP, which such Member may currently hold or acquire in the future, as owner or nominee, either directly or indirectly, while in possession of “material and non-public information” concerning the Company or the MLP, and that such Member will comply with all Company policies on the trading of MLP securities by “covered persons,” Officers, Directors and other Affiliates of the Company from time to time. (c) For purposes of this Section 3.15, “material and non-public information” includes any information, whether historical or anticipated (such as projections, forecasts or an anticipated future event irrespective of the likelihood of such event coming to fruition), which if disseminated to the general public population is likely to affect the market price of securities or is information that a reasonable investor would want to know before making an investment decision. Information is deemed to be “public” where such information is disseminated broadly in a manner designed to reach inv...
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Related to Nondisclosure of Material Information and Trading of Common Units

  • Disclosure of Material Information The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

  • Disclosure of Material Matters Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, any Borrower's reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION Contractor shall not use or disclose any information concerning Purchaser, or information which may be classified as confidential, for any purpose not directly connected with the administration of this Contract, except with prior written consent of Purchaser, or as may be required by law.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.