ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 Neither of the parties will make any announcement with respect to this Agreement before Completion without the prior consent of the others. 7.2 Except as otherwise provided in this Clause 7, each party shall treat Information provided to that party by the other party to this Agreement as confidential subject to the following terms: (a) the parties may disclose the Information or portions thereof: (i) at the request of any regulatory, supervisory or governmental authority, institution or department; or (ii) under court process or pursuant to statutory requirement; or (iii) to their auditors, external counsel or accountants; or (iv) to their affiliates or subsidiaries; or (v) to any third party with whom they may enter into an agreement or agreements connected with the Transaction Documents on or prior to the entry by the parties into the Transaction Documents; Provided that recipients of Information under (iii), (iv) and (v) above agree to keep that Information confidential in accordance with the terms of this Clause 7.2; and (b) the confidentiality obligation contained in this Clause 7.2 shall expire, in relation to any Information provided to either party, after a period of one year from the date such Information is provided to that party. In this Clause 7.3, “Information” means this Agreement, the transactions contemplated by this Agreement and the Transaction Documents and any agreement entered into in connection with the Transaction Documents and includes any written non-public financial, commercial or other information concerning the business and affairs of any of the parties to the Transaction Documents (whether prepared by the relevant party, its advisers or otherwise) that is provided to one party to this Agreement (the “recipient”), by or on behalf of the other party to this Agreement, on or after the date hereof, but does not include: (i) Information that was already in the possession of the recipient prior to the date of this Agreement other than Information that was provided to the recipient in writing in connection with or for the purposes of it entering into this Agreement; (ii) Information which is at the date of this Agreement, or after the date of this Agreement becomes, generally available to the public other than as a result of a disclosure by the recipient in breach of this Agreement; or (iii) Information obtained by the recipient from a third party which, so far as the recipient is aware was not provided to the party in breach of any obligation owed by that third party to the relevant party originally providing the Information.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement (Tsakos Energy Navigation LTD), Share Sale and Purchase Agreement (Tsakos Energy Navigation LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 12.1 Neither the Seller nor the Purchaser shall make (or permit any other member of the parties will make Seller’s Group or the Purchaser’s Group to make) any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion.
12.2 The Purchaser shall and shall procure that:
(a) each member of the Purchaser’s Group shall keep confidential all information provided to it by or on behalf of the Seller or otherwise obtained by or in connection with respect to this Agreement before Completion without the prior consent which relates to any member of the othersSeller’s Group; and
(b) if after Completion any Group Company holds confidential information relating to the Seller’s Group, it shall keep that information confidential.
7.2 Except as otherwise provided in this Clause 7, each party 12.3 The Seller shall treat Information provided to that party by the other party to this Agreement as confidential subject to the following termsand shall procure that:
(a) the parties may disclose Seller’s Group shall keep confidential all information provided to it by or on behalf of the Information Purchaser or portions thereof:
(i) at the request of any regulatory, supervisory otherwise obtained by or governmental authority, institution or department; or
(ii) under court process or pursuant to statutory requirement; or
(iii) to their auditors, external counsel or accountants; or
(iv) to their affiliates or subsidiaries; or
(v) in connection with this Agreement which relates to any third party with whom they may enter into an agreement or agreements connected with member of the Transaction Documents on or prior to the entry by the parties into the Transaction Documents; Provided that recipients of Information under (iii), (iv) and (v) above agree to keep that Information confidential in accordance with the terms of this Clause 7.2Purchaser’s Group; and
(b) if after Completion the confidentiality obligation contained Seller holds confidential information relating to any Group Company, it shall keep that information confidential.
12.4 Nothing in this Clause 7.2 shall expire, in relation to clause 12 prevents any Information provided to either party, after a period of one year from the date such Information is provided to that party. In this Clause 7.3, “Information” means this Agreement, the transactions contemplated by this Agreement and the Transaction Documents and announcement being made or any agreement entered into in connection confidential information being disclosed:
(a) with the Transaction Documents and includes any written non-public financial, commercial or other information concerning the business and affairs of any of the parties to the Transaction Documents (whether prepared by the relevant party, its advisers or otherwise) that is provided to one party to this Agreement (the “recipient”), by or on behalf approval of the other party parties to this Agreement, on which in the case of any announcement shall not be unreasonably withheld or after delayed; or
(b) to the date hereofextent a party determines that it is required by law or any competent regulatory body or stock exchange rules to do so, but does not includea party required to disclose any confidential information shall, where practicable and lawful to do so:
(i) Information that was already in the possession of the recipient prior to the date of this Agreement other than Information that was provided with respect to US public filings, promptly notify the recipient in writing in connection with or for the purposes of it entering into this Agreement;other parties before disclosure occurs; and
(ii) Information which is at other than with respect to US public filings, consult with the date other parties regarding the timing and content of such disclosure.
12.5 Nothing in this Agreement, or after the date clause 12 prevents disclosure of this Agreement becomes, generally available confidential information by any party:
(a) to the extent that the information is in or comes into the public domain other than as a result of a disclosure by the recipient in breach of this Agreementany undertaking or duty of confidentiality by any person; or
(iiib) Information obtained by to that party’s professional advisers, auditors or bankers and, for the recipient from a third party whichavoidance of doubt, so far as the recipient is aware was not provided subject to the party signature of a standard LMA confidentiality agreement in breach the context of syndication, bankers will be able to disclose confidential information to any obligation owed by that third proposed assignee, transferee or substitute of, or proposed party to any proposed sub-participation in the financing of this transaction, but before any disclosure to any such person the relevant party originally providing shall procure that he is made aware of the Informationterms of this clause 12 and shall use its best endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause 12.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 Neither 8.1 None of the parties will make shall disclose any announcement with respect information concerning this Agreement, its terms or the negotiations relating to this Agreement before Completion it, or the transactions contemplated herein or any other arrangement involving the Company and any of the Investors without the prior written consent of the others.
7.2 Except as otherwise provided in this Clause 7other parties hereto. Notwithstanding the foregoing, each party shall treat Information provided to that party by the other party to this Agreement as confidential subject to the following termssuch information may be disclosed:
(a) to the parties may disclose FCA, the Information LSE, and any other regulator to which the Company or portions thereof:any Investor is subject;
(ib) at by any party to its legal and financial advisors, auditors and directors, officers or employees on a need-to-know basis;
(c) by an Investor to the request other Investors;
(d) by an Investor to any Permitted Transferee of that Investor;
(e) by an Investor to any non-executive director of the Company nominated by such Investor from time to time;
(f) by any party as may be required by any law, regulatory or tax authority, stock exchange or court of competent jurisdiction (provided that where possible it will provide a draft of any regulatory, supervisory or governmental authority, institution or department; or
(ii) under court process or pursuant to statutory requirement; or
(iii) to their auditors, external counsel or accountants; or
(iv) to their affiliates or subsidiaries; or
(v) to any third party with whom they may enter into an agreement or agreements connected with the Transaction Documents on or prior such announcement to the entry by the other parties into the Transaction Documents; Provided that recipients in advance of Information under (iiidisclosure), (iv) and (v) above agree to keep that Information confidential in accordance with the terms of this Clause 7.2; and
(bg) by any party, if the confidentiality obligation contained information is or becomes publicly available (other than by breach of this Agreement) or if the information was in this Clause 7.2 the public domain prior to such disclosure.
8.2 The Company shall expire, provide the Announcement to each of the Investors prior to publication and shall (subject to requirements of law and applicable regulation) consider any amendments requested by the Investors in relation to such disclosure. Notwithstanding the foregoing, the Company will not make any Information provided to either partyreference in the Announcement, after a period or amend any part of one year the Announcement (from the date such Information is provided draft appended to that party. In this Clause 7.3, “Information” means this Agreement, the transactions contemplated by this Agreement and the Transaction Documents and any agreement entered into in connection with the Transaction Documents and includes any written non-public financial, commercial or other information concerning the business and affairs of any of the parties to the Transaction Documents (whether prepared by the relevant party, its advisers or otherwise) that is provided to one party to this Agreement (the “recipient”), initialled by or on behalf of the other party to this AgreementCompany and the Investors, on or after the date hereof, but does not include:
(i) Information that was already in the possession of the recipient prior to the date of this Agreement other than Information that was provided to the recipient in writing in connection with or for the purposes of it entering into this Agreement;identification only) relating to an Investor or any existing or proposed relations, arrangements or agreements with an Investor, without such Investor's prior written consent.
(ii) Information which is at 8.3 The Company shall release the date of this Agreement, or after the date Announcement as soon as possible following execution of this Agreement becomesand in any case not later than the time set forth in clause 3.1.
8.4 The parties agree that Arden may disclose, generally available to the public other than extent Arden considers it reasonably necessary in connection with any regulatory investigation or as a result part of a disclosure any defence in any proceedings, the representations, warranties and acknowledgements given by the recipient Investors and the Company contained in breach of this Agreement; or
(iii) Information obtained by the recipient from a third party which, so far as the recipient is aware was not provided to the party in breach of any obligation owed by that third party to the relevant party originally providing the Information.
Appears in 1 contract
Samples: Subscription Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 Neither 11.1 Each of the parties Covenantors and the Institutional Sellers severally undertakes to the Buyer and each Group Company that such Seller will not at any time after Completion make use of, disclose or cause any announcement with respect unauthorised disclosure to this Agreement before Completion without any person (except those authorised by the prior consent Buyer in writing to know) of any Commercial Information.
11.2 Each of the others.
7.2 Except Sellers severally undertakes with the Buyer, and the Buyer undertakes with each of the Sellers, to keep confidential (except as otherwise expressly provided in this Clause 7Agreement) at all times after the date of this Agreement, and not directly or indirectly reveal or disclose, any confidential information received or obtained as a result of entering into or performing, or supplied by or on behalf of a party in the negotiations leading to, this Agreement and which relates to:
11.2.1 the negotiations leading to the execution of this Agreement and/or any Transaction Document;
11.2.2 the subject matter and/or details of this Agreement and/or any Transaction Document; or
11.2.3 (in the Sellers’ case) the Buyer or (in the Buyer’s case) the Sellers.
11.3 The prohibition in clauses 11.1 and 11.2 do not apply:
11.3.1 to information included in the press release in the agreed form;
11.3.2 if the Institutional Sellers’ Representative and the Warrantors’ Representative and the Buyer have each given their prior written consent to the disclosure;
11.3.3 if the information was in the public domain before it was furnished to the relevant party shall treat Information provided or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this clause or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that party;
11.3.4 if disclosure is necessary in order to comply with applicable legislation, regulatory requirements or to obtain tax or other clearances or consents from HMRC or other relevant Taxation Authority;
11.3.5 if disclosure is pursuant to paragraph 14.1.4(a) of schedule 6; or
11.3.6 if disclosure is required to enable that party to enforce its rights under this Agreement Agreement, provided that any such information disclosable pursuant to clause 11.3.4 shall be disclosed (unless such consultation is prohibited by applicable law or regulatory requirements) only after consultation with the Buyer or the Institutional Sellers’ Representative and the Warrantors’ Representative (as the case may be).
11.4 In addition:
11.4.1 the Institutional Sellers may disclose on a confidential basis information otherwise required by clauses 11.1 and 11.2 to be treated as confidential subject to the following termsto:
(a) the parties may disclose the Information any LDC Affiliate and Associates thereof (excluding any portfolio companies of investment funds managed by such Institutional Seller or portions thereof:
(i) at the request of any regulatory, supervisory or governmental authority, institution or department; or
(ii) under court process or pursuant to statutory requirement; or
(iii) to their auditors, external counsel or accountants; or
(iv) to their affiliates or subsidiaries; or
(v) to any third party with whom they may enter into an agreement or agreements connected with the Transaction Documents on or prior to the entry by the parties into the Transaction Documents; Provided that recipients of Information under (iiiLDC Affiliates), (iv) and (v) above agree to keep that Information confidential or any investors in accordance with the terms of this Clause 7.2any Institutional Seller or in any LDC Affiliate; and
(b) any of their participants or investors and/or any investor or potential investor in any fund managed or advised by the confidentiality obligation contained in this Clause 7.2 shall expireInstitutional Seller, in relation each case as part of its customary reporting or other internal procedures;
11.4.2 the Individual Sellers may disclose information otherwise required by clauses 11.1 and 11.2 to be treated as confidential in the ordinary and proper course of their roles as employees and consultants of any member of the Buyer’s Group.
11.5 Notwithstanding clause 11.2, the Buyer (and any member of the Buyer’s Group) shall be permitted to provide information otherwise required to be kept confidential under this Agreement:
11.5.1 to a proposed purchaser of, or investor in, the Buyer’s Group or any part of it (or their advisers, agents and representatives) on the basis that the recipient keeps the information confidential;
11.5.2 in a prospectus, listing particulars, admission document or other similar document in connection with the application for admission to trading or to list (or equivalent) of any securities in any member of the Buyer’s Group on any recognised stock exchange to the extent required for the purposes of that application;
11.5.3 in any disclosure that is required to be filed with the Securities and Exchange Commission regarding this Agreement and/or the transactions contemplated thereby and related press releases; and
11.5.4 to any Information provided provider of finance or potential provider of finance to either partyany member of the Buyer’s Group (or to their advisers, after agents and representatives) or to a period security trustee or agent acting on behalf of one year from or several banks or other financial institutions which have entered into, or may enter into, any financing, hedging or loan agreements with any members of the date Buyer’s Group, in each case on the basis that the recipient agrees to keep such Information is provided to that party. In this Clause 7.3, “Information” means this Agreement, information confidential.
11.6 No party shall make any press release or other public announcement in connection with any of the transactions contemplated by this Agreement except:
11.6.1 an announcement in the agreed form or in any other form agreed by the Buyer and the Transaction Documents Institutional Sellers’ Representative and the Warrantors’ Representative in writing; and/or
11.6.2 made or sent by the Buyer after Completion to a customer, client or supplier of the Group informing it of the Buyer’s purchase of the Shares; and/or
11.6.3 any agreement entered into in connection announcement required by any applicable law or regulatory requirements to which any party is subject (including any announcement required by U.S. securities law, the New York Stock Exchange and/or the London Stock Exchange plc and related press releases), provided that, unless such consultation is prohibited by legal or regulatory requirements, it is made only after consultation with the Transaction Documents and includes any written non-public financial, commercial Buyer or other information concerning the business and affairs of any of the parties to the Transaction Documents Sellers (whether prepared by the relevant party, its advisers or otherwise) that is provided to one party to this Agreement (the “recipient”), by or on behalf of the other party to this Agreement, on or after the date hereof, but does not include:
(i) Information that was already in the possession of the recipient prior to the date of this Agreement other than Information that was provided to the recipient in writing in connection with or for the purposes of it entering into this Agreement;
(ii) Information which is at the date of this Agreement, or after the date of this Agreement becomes, generally available to the public other than as a result of a disclosure by the recipient in breach of this Agreement; or
(iii) Information obtained by the recipient from a third party which, so far as the recipient is aware was not provided to the party in breach of any obligation owed by that third party to the relevant party originally providing the Informationcase may be).
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Brady Corp)
