Common use of Announcement; Confidentiality Clause in Contracts

Announcement; Confidentiality. (a) Unless agreed by the parties hereto in writing in advance, neither the Transferor or any of its representatives nor the Transferee or any of its representatives may post or release any announcement or notice regarding the existence of this Agreement or the subject matter hereof. This provision shall not affect any announcement or notice released pursuant to the laws or any applicable rules of any regulatory authorities or securities exchanges. (b) Subject to paragraphs (a) and (c) of this Section 8.1, either party shall treat as confidential information, and shall not disclose or use, any information regarding the following received or obtained due to the execution of this Agreement: (i) the provisions of this Agreement, and the provisions of any agreement that is executed pursuant to, or mentioned under, this Agreement; (ii) the discussions or negotiations related to this Agreement (or other agreements); or (iii) the other party’s business, finance or other matters (including any future plans and goals). (c) In case of and limited to any of the following circumstances, the provisions under the above paragraphs (b) shall not prohibit disclosure or use of any information: (i) the disclosure or use as required by the laws or any applicable rules or norms of, any regulatory authorities or securities exchanges; (ii) the disclosure or use as required in the purpose of any judicial, arbitration or similar proceedings arising out of or in connection with this Agreement or any other agreements executed pursuant to this Agreement; (iii) the disclosure required to be made to the governmental authorities responsible for tax with respect to any tax matters involving the disclosing party; (iv) the disclosure or use of the information as approved in writing in advance by the party that provides such information; (v) the disclosure to the disclosing party’s professional consultants provided, however, that such professional consultants will comply with the provisions regarding such information set forth in the above paragraph (b) of this Section as if they were a party hereto; (vi) the entrance of the information into the public domain except as resulted by violation of this Agreement; or (vii) the independent development of the information.

Announcement; Confidentiality. (a) Unless agreed by None of the Companies, the Sellers, or the Buyer will issue any press release or otherwise make any public statement with respect to this Agreement and the transactions contemplated hereby without the prior consent of the other parties hereto (which consent will not be unreasonably withheld), except as may be required by applicable Law, including, without limitation, any securities filings which are to be made by a Party. Notwithstanding anything in writing in advancethis Section 6.1 to the contrary, neither the Transferor Sellers’ Representative and the Buyer will, to the extent practicable, consult with each other before issuing, and provide each other a reasonable prior opportunity to review and comment upon, any such press release or any of its representatives nor the Transferee or any of its representatives may post or release any announcement or notice regarding the existence of other public statements with respect to this Agreement and the transactions contemplated hereby, whether or the subject matter hereof. This provision shall not affect any announcement or notice released pursuant to the laws or any required by applicable rules of any regulatory authorities or securities exchangesLaw. (b) Subject Until the fifth anniversary of the Closing Date, the Sellers each respectively agrees that, without the prior written consent of the Buyer, (i) it shall, and shall cause each of its Affiliates to, keep confidential all confidential, non-public or proprietary information and materials regarding the Buyer, the Company and their respective Affiliates (except to paragraphs the extent (a) and disclosure of such information is required by applicable Law, (b) such information becomes available to such Person after the Closing Date from a source (which is not known by such Person to have made the disclosure in violation of any confidentiality obligations), or (c) such information becomes publicly known except through the actions or inactions of any such Person in violation of this Section 8.16.1(b)), either party (ii) it shall treat as confidential take reasonable and appropriate steps (and cause each of its Affiliates to take reasonable and appropriate steps) to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft, in each case at the Buyer’s or the Company’s expense, and (iii) in the event such Person or any of its Affiliates is required by (or requested by a Governmental Authority with competent jurisdiction under) applicable Law to disclose any such information, such Person shall, to the extent permitted by applicable Law, promptly notify the Buyer in writing, which notification shall include the nature of the legal requirement or request and the extent of the required disclosure, and shall not disclose or use, any information regarding the following received or obtained due to the execution of this Agreement: (i) the provisions of this Agreement, and the provisions of any agreement that is executed pursuant to, or mentioned under, this Agreement; (ii) the discussions or negotiations related to this Agreement (or other agreements); or (iii) the other party’s business, finance or other matters (including any future plans and goals). (c) In case of and limited to any of the following circumstances, the provisions under the above paragraphs (b) shall not prohibit disclosure or use of any information: (i) the disclosure or use as required by the laws or any applicable rules or norms of, any regulatory authorities or securities exchanges; (ii) the disclosure or use as required in the purpose of any judicial, arbitration or similar proceedings arising out of or in connection with this Agreement or any other agreements executed pursuant to this Agreement; (iii) the disclosure required to be made to the governmental authorities responsible for tax with respect to any tax matters involving the disclosing party; (iv) the disclosure or use of the information as approved in writing in advance by the party that provides such information; (v) the disclosure to the disclosing party’s professional consultants provided, however, that such professional consultants will comply reasonably cooperate with the provisions regarding Buyer, at the Buyer’s sole cost and expense, to preserve the confidentiality of such information set forth in the above paragraph (b) of this Section as if they were a party hereto; (vi) the entrance of the information into the public domain except as resulted by violation of this Agreement; or (vii) the independent development of the informationconsistent with applicable Law.

Announcement; Confidentiality. (a) Unless agreed by None of the Company, the Sellers, or the Buyer will issue any press release or otherwise make any public statement with respect to this Agreement and the transactions contemplated hereby without the prior consent of the other parties hereto (which consent will not be unreasonably withheld), except as may be required by applicable Law, including, without limitation, any securities filings which are to be made by a Party. Notwithstanding anything in writing in advancethis Section 6.1 to the contrary, neither the Transferor Sellers’ Representative and the Buyer will, to the extent practicable, consult with each other before issuing, and provide each other a reasonable prior opportunity to review and comment upon, any such press release or any of its representatives nor the Transferee or any of its representatives may post or release any announcement or notice regarding the existence of other public statements with respect to this Agreement and the transactions contemplated hereby, whether or the subject matter hereof. This provision shall not affect any announcement or notice released pursuant to the laws or any required by applicable rules of any regulatory authorities or securities exchangesLaw. (b) Subject Until the fifth anniversary of the Closing Date, the Sellers each respectively agrees that, without the prior written consent of the Buyer, (i) it shall, and shall cause each of its Affiliates to, keep confidential all confidential, non-public or proprietary information and materials regarding the Buyer, the Company and their respective Affiliates (except to paragraphs the extent (a) and disclosure of such information is required by applicable Law, (b) such information becomes available to such Person after the Closing Date from a source (which is not known by such Person to have made the disclosure in violation of any confidentiality obligations), or (c) such information becomes publicly known except through the actions or inactions of any such Person in violation of this Section 8.16.1(b)), either party (ii) it shall treat as confidential take reasonable and appropriate steps (and cause each of its Affiliates to take reasonable and appropriate steps) to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft, in each case at the Buyer’s or the Company’ expense, and (iii) in the event such Person or any of its Affiliates is required by (or requested by a Governmental Authority with competent jurisdiction under) applicable Law to disclose any such information, such Person shall, to the extent permitted by applicable Law, promptly notify the Buyer in writing, which notification shall include the nature of the legal requirement or request and the extent of the required disclosure, and shall not disclose or use, any information regarding the following received or obtained due to the execution of this Agreement: (i) the provisions of this Agreement, and the provisions of any agreement that is executed pursuant to, or mentioned under, this Agreement; (ii) the discussions or negotiations related to this Agreement (or other agreements); or (iii) the other party’s business, finance or other matters (including any future plans and goals). (c) In case of and limited to any of the following circumstances, the provisions under the above paragraphs (b) shall not prohibit disclosure or use of any information: (i) the disclosure or use as required by the laws or any applicable rules or norms of, any regulatory authorities or securities exchanges; (ii) the disclosure or use as required in the purpose of any judicial, arbitration or similar proceedings arising out of or in connection with this Agreement or any other agreements executed pursuant to this Agreement; (iii) the disclosure required to be made to the governmental authorities responsible for tax with respect to any tax matters involving the disclosing party; (iv) the disclosure or use of the information as approved in writing in advance by the party that provides such information; (v) the disclosure to the disclosing party’s professional consultants provided, however, that such professional consultants will comply reasonably cooperate with the provisions regarding Buyer, at the Buyer’s sole cost and expense, to preserve the confidentiality of such information set forth in the above paragraph (b) of this Section as if they were a party hereto; (vi) the entrance of the information into the public domain except as resulted by violation of this Agreement; or (vii) the independent development of the informationconsistent with applicable Law.