Common use of Permitted Recipients Clause in Contracts

Permitted Recipients. The Receiving Party may disclose the Confidential Information to its direct and indirect parents, subsidiaries and Affiliates and its and their respective directors, officers, employees, consultants and professional advisors and potential investors (provided that the Receiving Party shall not disclose the fees under this Agreement without the Disclosing Party’s prior written consent, which consent shall not be unreasonably withheld or delayed) (collectively, the “Permitted Recipients”) who need to know the Confidential Information for the purposes of this Agreement or to perform their duties on behalf of a Party pertaining to the Project and provided that such Permitted Recipients are legally obligated to the Receiving Party: (i) to hold such information in confidence; and (ii) to use such information only for the purposes expressed herein. The Receiving Party shall be liable to the Disclosing Party if any of the Receiving Party’s Permitted Recipients breach any of the foregoing obligations, whether or not, at the time of such breach, the individual is employed by the Receiving Party, and the Receiving Party hereby agrees to indemnify in full the Disclosing Party against any and all Losses incurred by the Disclosing Party as a result of any Permitted Recipient breaching this warranty. The Receiving Party agrees, at its sole expense, to take all reasonable measures to prohibit any unauthorized disclosure or use of the Confidential Information.

Appears in 2 contracts

Sources: Center Concept & Preliminary Design Support Agreement, Center Concept & Preliminary Design Support Agreement (SeaWorld Entertainment, Inc.)

Permitted Recipients. The Receiving Party may disclose the Confidential Information to its direct and indirect parents, subsidiaries and Affiliates and its and their respective directors, officers, employees, consultants and professional advisors and potential investors (provided that the Receiving Party shall not disclose the fees under this Agreement Agreement, the License Fee and the Animal Loan and Services Fee set forth in Scheduled 1 hereto without the Disclosing Party’s prior written consent, which consent shall not be unreasonably withheld or delayed) (collectively, the “Permitted Recipients”) who need to know the Confidential Information for the purposes of this Agreement or to perform their duties on behalf of a Party pertaining to the Project and provided that such Permitted Recipients are legally obligated to the Receiving Party: (i) to hold such information in confidence; and (ii) to use such information only for the purposes expressed herein. The Receiving Party shall be liable to the Disclosing Party if any of the Receiving Party’s Permitted Recipients breach any of the foregoing obligations, whether or not, at the time of such breach, the individual is employed by the Receiving Party, and the Receiving Party hereby agrees to indemnify in full the Disclosing Party against any and all Losses incurred by the Disclosing Party as a result of any Permitted Recipient breaching this warranty. The Receiving Party agrees, at its sole expense, to take all reasonable measures to prohibit any unauthorized disclosure or use of the Confidential Information.

Appears in 2 contracts

Sources: Park Exclusivity and Concept Design Agreement, Park Exclusivity and Concept Design Agreement (SeaWorld Entertainment, Inc.)