Announcement and Confidentiality Sample Clauses

Announcement and Confidentiality. 18.1. Notwithstanding article 3.5., no Party shall make or permit any person connected with him to make any announcement concerning this sale and purchase or any ancillary matter before, during or after Completion. 18.2. Nothing in this article prevents any announcement being made or any confidential information being disclosed (i) with the written approval of the other Parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or (ii) to the extent required by law or any competent regulatory body, but a Party required to disclose any confidential information shall promptly notify the other Parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other Parties regarding the timing and content of such disclosure or any action which the other Parties may reasonably elect to take to challenge the validity of such requirement. 18.3. The Parties shall and shall procure that: (a) each member of its Group as it may be from time to time shall keep confidential all information provided to it by any other Party or otherwise provided in connection with this Agreement which relates to any member of the other Party’s Group; and (b) if after Completion any member of the Group holds confidential information relating to the other Party’s Group, it shall keep that information confidential and, to the extent reasonably practicable, shall return that information to the relevant (other) Party or destroy it, without retaining copies. 18.4. Nothing in this article prevents disclosure of confidential information by any Party: 18.4.1. as agreed in this Agreement, and in particular, but without limitation, the articles headed “Purchase Price and Settlement of the Working Capital” and “Effective Date Accounts”; or 18.4.2. to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party; or 18.4.3. to that Party’s professional advisers, auditors or bankers, but before any disclosure to any such person the relevant Party shall procure that he is made aware of the terms of this article and shall use its best endeavours to procure that each such person adheres to those terms as if he were bound by the provisions of this article.
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Announcement and Confidentiality. 8.1 Upon execution of this Agreement, the Shareholder may not, nor may it allow any of its affiliates or its or its affiliates’ representatives, to publish any announcement or make any other public statement with respect to this Agreement, the transactions contemplated hereby or any other matter in relation hereto without the prior written consent of the Lead Investor. 8.2 Upon execution of this Agreement, the Shareholder undertakes that it will, and will cause its affiliates and its and its affiliates’ representatives to, keep strictly confidential all the information received or obtained by it or them in connection with the execution or performance of this Agreement or the transactions contemplated hereby (the “Confidential Information”), and will not disclose any Confidential Information to any other person, or directly or indirectly allow any other person to use such Confidential Information, without the prior written consent of the Lead Investor; provided, that the Shareholder may share such Confidential Information with its counsel, accountant, and other professional advisors on a confidential and need-to-know basis solely for the purpose of assisting the Shareholder in the analysis and assessment of such Confidential Information in connection with the Privitization. 8.3 Notwithstanding the provisions of Clauses 8.1 and 8.2 above, the Shareholder and its affiliates may make certain disclosure in any of the following circumstances: (a) any disclosure required to be made by the Shareholder in accordance with applicable laws or requirements of any regulatory authority or stock exchange with competent jurisdiction; or (b) any disclosure required to be made by the Target in its filings with the U.S. Securities and Exchange Commission in connection with the Privatization in accordance with applicable laws, regulations, and rules of the stock exchange.
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Announcement and Confidentiality is hereby deleted and the following inserted in lieu thereof: "Immediately following execution and delivery of this Agreement, Wynn Macau and PBL shall make all notifications required by theix xxspective stock exchanges and regulatory bodies in respect of the matters dealt with in this Agreement. The Parties shall agree on the substance and timing of press releases announcing the terms of this Agreement. The Parties also agree to cooperate with respect to all separate public announcements, including to the extent possible, giving each other prior notice of any future announcements. Each Party acknowledges that, during the course of negotiation, it may receive confidential information relating to the other or its business or plans. Each party agrees to keep (a) such information (other than information in the public domain or known to the other party at the time of disclosure), (b) the existence and terms of this Agreement, and (c) their discussion on the matters specified in this Agreement confidential and will not disclose the same to any third party without the prior written consent of the other, unless such disclosure (i) is compelled by law or any competent authority (in which case the disclosing party will use its best endeavors to advise the other party of the proposed disclosure before making it), or (ii) is to it advisors and partners on a need to know basis (in which case the party will obtain from such employees or advisors or partners a confidentiality undertaking similar in terms to this clause). Notwithstanding the foregoing, the Parties acknowledge that, as a public company, WRL has obligations to file notification and a copy of this Agreement with the Securities and Exchange Commission."
Sample 1
Announcement and Confidentiality. 12.1 Without the prior approval of the Investor, the Selling Shareholders and the Company (which approval shall not be unreasonably withheld or delayed), no Party shall make any announcement relating to the Agreement or other Transaction Documents (whether before or after the Closing Date), unless such announcements are required by the applicable Law or the regulations of the stock exchange binding on the Parties concerned (in which case, the disclosing Party shall use its best efforts to notify and take into account the views of the other Parties). 12.2 In addition to the foregoing, the Parties understand and acknowledge that, the Agreement and other Transaction Documents, and any oral or written information exchanged between or obtained by the Parties and their Affiliates in connection with the Transaction Documents, as well as any information relating to any dispute arising out of or in connection with performance, interpretation, breach, termination or effectiveness of the Transaction Documents shall constitute the Confidential Information. Each Party shall, and shall cause its respective Representative ​ ​ (including but not limited to any officer, director, employee, shareholder, agent or Affiliate) to keep confidential such Confidential Information, and not to disclose any such Confidential Information to any third party (other than the Investor’s potential investors, affiliates and their professional advisors), unless: 12.2.1 such Confidential Information is publicly available or becomes publicly available through no disclosure of a Party to the Agreement or its Representatives or third parties subject to confidentiality provisions; 12.2.2 the Confidential Information is informed to the other Parties of the Agreement or their Representatives by a Party or its Representatives on a non-confidential basis prior to disclosure hereunder; 12.2.3 disclosure of the Confidential Information is required by the applicable Law, including but not limited to disclosure of the Confidential Information pursuant to listing rules or requirements of any securities regulatory authority, in which case, the Party obligated to disclose shall consult the other Parties with respect to such disclosure within a reasonable time prior to the disclosure and seek possible confidential treatment for the Confidential Information disclosed at the request of the other Parties; 12.2.4 any disclosure is made to third parties (including professional advisers) on a confidential basis fo...
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Announcement and Confidentiality. Subject to any applicable statutory or regulatory rules or otherwise as may be required by any regulatory authority in United States and Korea (including but not limited to the Stock Exchange) or in other relevant jurisdiction, none of the Parties shall make any public announcement in relation to or otherwise make public or disclose to any third party the terms of this Agreement or the transactions or arrangements hereby contemplated or herein referred to or any matter ancillary hereto or thereto without the prior consent of the others (which consent shall not be unreasonably withheld or delayed).
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Announcement and Confidentiality. Save as required by any applicable law, court order, or any governmental or regulatory authorities (including without limitation the stock exchange on which the Purchaser is listed), neither of the Parties shall make any announcement of or release or disclose any information concerning this Agreement or the transaction contemplated hereof or relevant data or materials of Sunstone and the Company to any newspaper, or any persons or institutions (save for a disclosure to their respective professional advisers who are under a duty of confidentiality) without the prior written consent of the other parties hereto.
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Announcement and Confidentiality. (a) Save as required by any applicable law, court order, or any governmental or regulatory authorities (including without limitation the stock exchange on which the Purchaser listed), neither the Company, Prosper Focus nor Guangzhou Canyon shall make any announcement of or release or disclose any information concerning this Agreement or the transaction contemplated hereof to any newspapers, or any persons or institutions (save as disclosed to their respective professional advisers under a duty of confidentiality) without the prior written consent of the Purchaser. (b) This Article shall remain effective notwithstanding Closing or termination of this Agreement. Private & Confidential Prosper Focus Enterprise
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Announcement and Confidentiality 
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Related to Announcement and Confidentiality

  • ANNOUNCEMENTS AND CONFIDENTIALITY 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange. 7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party. 7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed: (a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or (b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement. 7.4 Nothing in this clause prevents disclosure of Confidential Information by any party: (a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party; (b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or (c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause. 7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group. 7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.

  • Information and Confidentiality 18.1 Each party recognises that under this Agreement it may receive Confidential Information belonging to the other. 18.2 Each party agrees to treat all Confidential Information belonging to the other as confidential and not to disclose such Confidential Information or any other confidential information relating to the GLA arising or coming to its attention during the currency of this Agreement to any third party without the prior written consent of the other party and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Agreement. 18.3 The obligations of confidence referred to in this Condition 18 shall not apply to any Confidential Information which: 18.3.1 is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information; 18.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; 18.3.3 is lawfully in the possession of the other party before the date of this Agreement and in respect of which that party is not under an existing obligation of confidentiality; or 18.3.4 is independently developed without access to the Confidential Information of the other party. 18.4 Each party will be permitted to disclose Confidential Information to the extent that it is required to do so: 18.4.1 to enable the disclosing party to perform its obligations under this Agreement; or 18.4.2 by any applicable Law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information and the Grant Recipient acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and the GLA may nevertheless be obliged to disclose such Confidential Information; or 18.4.3 by any Regulatory Body (including any investment exchange and the Regulator) acting in the course of proceedings before it or acting in the course of its duties; or 18.4.4 in order to give proper instructions to any professional adviser of that party who also has an obligation to keep any such Confidential Information confidential. 18.5 Each party shall ensure that all Confidential Information obtained by it under or in connection with this Agreement: 18.5.1 is given only to such of its employees, professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; 18.5.2 is treated as confidential and not disclosed (without the other party's prior written approval) or used by any such staff or professional advisors or consultants otherwise than for the purposes of this Agreement; 18.5.3 where it is considered necessary in the opinion of the other party, the relevant party shall ensure that such staff, professional advisors or consultants sign a confidentiality undertaking before commencing work in connection with this Agreement. 18.6 Nothing in this Condition 18 shall prevent the either party from: (a) the examination and certification of its accounts; or (b) any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the GLA has used its resources; or

  • Publicity and Confidentiality 12.1 Publicity. Partner will keep confidential and will not disclose, market or advertise to third parties the terms of this Agreement (including the fees paid hereunder). Partner or Red Hat may reference its relationship with the other, in the normal course of business including during earnings calls, discussions with analysts, meetings with the press, customer briefings, general marketing activities and in regulatory filings. Neither Party will issue formal press releases or other similar activities referencing the other Party without the written consent of the other Party.

  • Access and Confidentiality (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into and disclosed to Purchaser prior to the date of this Agreement. Seller and Purchaser shall use Commercially Reasonable Efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the Closing, Seller shall keep confidential non-public information in its possession (other than information which was or becomes available to Seller on a non-confidential basis from a source other than Purchaser or any of its Affiliates) relating to Purchaser, its Affiliates, the Branches, the Assets and the Assumed Liabilities; provided, however, that Seller shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Seller’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process), regulatory process or request, or to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with tax or regulatory reporting requirements; provided that in the event of any disclosure pursuant to legal process Seller exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Purchaser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed. (c) From and after the Closing, Purchaser shall keep confidential non-public information in its possession (other than information which was or becomes available to Purchaser on a non-confidential basis from a source other than Seller or any of its Affiliates) relating to Seller and its Affiliates other than the Branches, the Assets and the Assumed Liabilities; provided, however that Purchaser shall not be liable hereunder with respect to any disclosure to the extent such disclosure is required pursuant to legal process (including pursuant to the assertion of Purchaser’s rights under this Agreement) (by interrogatories, subpoena, civil investigative demand or similar process) or regulatory process or request; provided that in the event of any disclosure pursuant to legal process Purchaser exercises Commercially Reasonable Efforts to preserve the confidentiality of the non-public information disclosed, including by cooperating with Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed.

  • Data Confidentiality All data, regardless of form, including originals, images and reproductions, prepared by, obtained by or transmitted to the Professional in connection with this Agreement is confidential, proprietary information owned by NBU. Except as specifically provided in this Agreement, the Professional shall not intentionally disclose data generated in the performance of the Services to any third party without the prior, written consent of NBU.

  • Publicity; Confidentiality Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

  • Access; Confidentiality (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

  • Confidentiality; Public Disclosure (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document. (b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure. (c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.

  • Client Confidentiality Any information about clients of the Employer which is learned by an employee during the course of employment must, as a condition of continued employment, be treated as strictly confidential and each employee is expected to respect this confidentiality and to take all reasonable precautions to safeguard it.

  • Cooperation; Confidentiality Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.

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