MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks
MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks
MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks
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eceiving Party by or on behalf of the disclosing Party, provided that the source of such<br />
information was not known by the receiving Party to be subject to a confidentiality agreement<br />
with or obligation to the disclosing Party in respect thereof, or (iv) is independently developed by<br />
the receiving Party without reference to the disclosing Party’s Confidential Information.<br />
12.03 Confidentiality Obligations. Each Party agrees that it will protect the Confidential<br />
Information of the other Party through the exercise of no less protection and care than it<br />
customarily uses in safeguarding its own confidential and proprietary information of like<br />
character that it desires to retain in confidence, but always with the exercise of at least a<br />
reasonable degree of care. Neither Party shall disclose to any third party (other than its<br />
Representatives on a need-to-know basis) any Confidential Information of the other Party, and<br />
each Party shall utilize such Confidential Information on a need-to-know basis only to the extent<br />
necessary to effect the provisions and purposes of, and as expressly contemplated under the<br />
terms of, this Agreement. Each Party shall take reasonable steps to advise its Representatives<br />
of the confidential nature of Confidential Information and their obligations not to copy, reveal or<br />
use Confidential Information except to the extent required to carry out the Parties’ obligations<br />
under this Agreement and to require that Confidential Information be kept in a reasonably secure<br />
location. Each Party will promptly notify the other if it believes that Confidential Information<br />
has lost its status as such.<br />
12.04 Permitted Disclosure. Notwithstanding anything in this Agreement to the<br />
contrary, the receiving Party may disclose Confidential Information if required by Legal<br />
Requirement or court, arbitral or governmental order or process, or any stock exchange listing or<br />
trading agreements, provided that, unless impermissible under applicable Legal Requirement, the<br />
receiving Party gives the disclosing Party prompt written notice of such requirement to permit<br />
the disclosing Party to seek a protective order or other appropriate relief.<br />
12.05 Return or Destruction of Confidential Information. Upon the written request of a<br />
disclosing Party after the purpose for which Confidential Information has been furnished has<br />
been accomplished or upon the expiration or termination of this Agreement, the receiving Party<br />
agrees to return to the disclosing Party or to destroy any and all Confidential Information<br />
received from the disclosing Party in accordance with, and subject to, the provisions of Section<br />
3.05. Upon destruction of Confidential Information or any copies thereof required to be<br />
destroyed hereunder, the receiving Party shall certify in writing to the disclosing Party that such<br />
destruction has occurred.<br />
12.06 Remedies. Each Party acknowledges and agrees that, due to the unique nature of<br />
Confidential Information, there can be no adequate remedy at law for breach of the<br />
confidentiality provisions of this Agreement and that such breach will cause irreparable harm to<br />
the non-breaching Party. The non-breaching Party shall thus be entitled to immediate injunctive<br />
relief, in addition to whatever other remedies it might have at law or in equity, in the event of an<br />
actual or threatened breach of such confidentiality provisions.<br />
C2-10<br />
Exhibit C-2<br />
Form of Initial Closing TSA - Seller