Common use of Transferred Information Clause in Contracts

Transferred Information. (a) Each Disclosing Party shall ensure that any Transferred Information with respect to which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the Transactions, and if the determination is made to proceed with such Transactions, to complete them. (b) Prior to the completion of the Transactions, each of the Parties covenants and agrees to: (i) use and disclose the Transferred Information solely for the purpose of reviewing and completing the Transactions, including for the purpose of determining whether to complete such Transactions; (ii) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time. (c) After the completion of the Transactions, the Recipient agrees to: (i) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected, permitted to be used or disclosed, unless: (A) the Disclosing Party or Recipient has first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by applicable Law, without notice to, or consent from, such individual; (ii) protect the Transferred Information under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of such Transferred Information; and (iii) give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates. (d) Where required by applicable Law, LG Parent further agrees to promptly notify the individuals about whom the Transferred Information relates that Transactions have taken place and that their Transferred Information has been disclosed.

Transferred Information. (a) Each Disclosing Party shall ensure that any Transferred Information with respect to which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the Transactions, and if the determination is made to proceed with such Transactions, to complete them. (b) Prior to the completion of the Transactions, each of the Parties covenants and agrees to: (i) use and disclose the Transferred Information solely for the purpose of reviewing and completing the Transactions, including for the purpose of determining whether to complete such Transactions; (ii) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time. (c) After the completion of the Transactions, the Recipient agrees to: (i) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected, permitted to be used or disclosed, unless: (A) the Disclosing Party or Recipient has have first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by applicable Law, without notice to, or consent from, such individual; (ii) protect the Transferred Information under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of such Transferred Information; and (iii) give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates. (d) Where required by applicable Law, LG Parent the Company further agrees to promptly notify the individuals about whom the Transferred Information relates that Transactions have taken place and that their Transferred Information has been disclosed.

Transferred Information. Each Party agrees to comply with its obligations under applicable Laws (including Privacy Laws) with respect to Transferred Information, and to the extent the following actions are required by Privacy Laws: (a) Each Disclosing Party prior to the Closing Date, the Purchaser shall ensure that any not use or disclose the Transferred Information with respect for any purposes other than those related to which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties it shall proceed with the Transactions, and if the determination is made to proceed with such Transactionsperformance of this Agreement, to complete them. (b) Prior to or the completion consummation of the Transactions, each and shall protect the security of the Parties covenants and agrees to: (i) use and disclose the all Transferred Information solely for the purpose of reviewing and completing the Transactions, including for the purpose of determining whether to complete such Transactions; (ii) protect the Transferred Information by making reasonable in a manner consistent with security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and (iii) if the Transactions do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party’s election, within a reasonable time.information; (cb) After following the completion of the TransactionsClosing Date, the Recipient agrees to: Parties (i) shall not use and or disclose the Transferred Information under its control only for any purposes other than (A) those purposes for which the Transferred Information information was initially collected, permitted to be used or discloseddisclosed prior to the Closing Date, unless: (A) the Disclosing Party or Recipient has first notified the individual about whom the Transferred Information related of any for which additional purpose, and where required by applicable Law, obtained the consent of such individual to such additional purposewas or is obtained, or (B) such use or disclosure is as otherwise permitted or authorized required by applicable Law, without notice to, or consent from, such individualLaws; (ii) shall protect the security of all Transferred Information under its control by making reasonable in a manner consistent with security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of such Transferred Informationthe information; and (iii) shall give effect to any withdrawal of consent made by an individual with respect to the Transferred Information; (c) the Purchaser shall notify the individuals to whom the Transferred Information under its control relates., within a reasonable period of time after the Closing Date, that the Transactions has been completed and that the Transferred Information has been disclosed to the Purchaser; and (d) Where required by applicable Lawif the Transactions do not proceed, LG Parent further agrees the Purchaser shall return to promptly notify the individuals about whom Vendors or, at the Vendors’ request, securely destroy the Transferred Information relates that Transactions have taken place and that their Transferred Information has been disclosedwithin a reasonable time.