Announcements; Confidentiality Sample Clauses

Announcements; Confidentiality. Subject to Section 7.1, prior to the Closing Date, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the Transactions shall be issued or made by either Purchaser or Seller without first consulting with the other Parties concerning the content and timing of any such announcement and taking into account any reasonably requested modifications as to the content or timing thereof; provided that a press release or other public announcement, regulatory filing, statement or comment made without such prior consultation shall not be in violation of this Section 7.10 if it is made in order for the disclosing Party or any of its Affiliates to comply with applicable Laws or stock exchange rules and in the reasonable judgment of the Party making such release or announcement, based upon advice of counsel, prior consultation, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely fashion to comply with such Laws or rules; and provided further that in all instances prompt notice from one Party to the other shall be given with respect to any such release, announcement, statement or comment. In respect of information (i) obtained from the other either before or after the date of this Agreement or (ii) related to any Purchaser's proposed purchase of the Purchased Assets, Seller's proposed sale of the Purchased Assets, the contents of this Agreement or any of the Ancillary Agreements or the negotiation of this Agreement or any of the Ancillary Agreements, each Party shall (A) keep confidential all such information not otherwise available to such Party as a result of being a STP Owner, and none of the Parties shall reveal such information to, nor produce copies of any written information for, any Person outside its management group or its professional advisors (including lenders and prospective financing sources) without the prior written consent of the other Parties and (B) keep confidential all such information available to such Party as a result of being a current STP Owner to the same extent and in accordance with the confidentiality provisions in the applicable STP Project Documents; provided, however, that a Party may disclose information if compelled by judicial or administrative process or by any other requirements of Law, or disclosure is reasonably necessary to obtain the approval of any Governmental Authority or third party necessar...

Announcements; Confidentiality. The Parties (or certain of the Parties or their predecessors) have previously executed a Confidentiality Agreement in connection with the transactions contemplated herein. As of the Effective Date, said Confidentiality Agreement shall be of no further force or effect and, instead, the Parties agree as follows:

Announcements; Confidentiality. Neither Party shall issue any press releases or announcements regarding the current or future transactions contemplated in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that nothing in this Section 10.14 shall restrict any disclosure required pursuant to applicable law including, but not limited to, required filings with the Securities Exchange Commission. Furthermore, the Parties agree to keep confidential any and all nonpublic information that the Party has received from the other Party and regarding which it has reason to believe is confidential, or should reasonably understand by nature of the information or circumstances surrounding the exchange of information that it should be treated as confidential, except to the extent such information is required to be disclosed by law, regulation, or Applicable Requirements, or in order to effectuate the terms of this Agreement provided that the receiving Party shall provide the disclosing Party with prompt prior written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the disclosing Party waives compliance with the provisions hereof, the receiving Party and its representatives agree to disclose only that portion of the confidential or nonpublic information which is legally required to be disclosed and to take all reasonable steps to attempt to preserve the confidentiality of the confidential or nonpublic information.

Announcements; Confidentiality. (a) From the date of this Agreement until Closing, except as required by Law or as otherwise provided herein, no announcement of the existence or terms of this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby shall be made publicly or to the employees or customers of Seller, by any party to this Agreement or any of its respective Representatives without the advance written approval of the other party. (b) A certain Confidentiality Agreement dated October 3, 2013, has been entered into by and between Purchaser and Seller (the “Confidentiality Agreement”). Seller and Purchaser acknowledge and agree that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided by such other party pursuant to this Agreement and the Confidentiality Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of this Section 4.6(b) shall nonetheless continue in full force and effect. At Closing, the Confidentiality Agreement shall remain in full force and effect, other than with respect to Purchaser's obligations relating to the Restaurants and Purchased Assets, which shall terminate at such time.

Announcements; Confidentiality. (a) Purchaser (or an Affiliate thereof) shall issue an initial press release announcing this Agreement and the Transactions, which press release shall describe this Agreement and the Transactions in a manner approved by the Seller (not to be unreasonably withheld, conditioned or delayed). Any Form 8-K filed by the Purchaser or any of its Affiliates announcing the entry into this Agreement or the Transactions, or the Closing, shall be in the form approved by the Seller (such approval not to be unreasonably withheld, conditioned or delayed), and the Purchaser shall allow the Seller reasonable time to comment on such Form 8-K in advance of filing. The Seller, the Company and their respective Affiliates shall not issue any public announcements, reports, statements or press releases regarding the Transactions or the entry into this Agreement or the other Transaction Documents without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed); provided that such Persons may issue a press release or make a public announcement to the extent (i) necessary for such Person to comply with applicable securities Laws, and, to the extent reasonably practicable, such Person shall provide a copy of any such release or announcement to the Purchaser in advance of its release and shall afford the Purchaser a reasonable opportunity to review and comment on such press release or public announcement or (ii) such press release or announcement does not contain any material information relating to the subject matter of the Transactions beyond the scope of the information contained in the Purchaser’s initial press release. Notwithstanding the foregoing, any Affiliate of the Seller which is an investment fund or pooled investment vehicle, and any Affiliate of such Person, may make customary disclosures of the subject matter of this Agreement and the financial return and other financial performance or statistical information regarding its investment in the Company in connection with any bona fide fundraising, marketing, or informational or reporting activities, including customary disclosures to current and potential investors in funds managed or advised by, or which in the future may be managed or advised by, such Persons (provided that any such limited partners, investors and other Persons are subject to customary obligations of confidentiality that would cover such information). Notwithstanding anything under the Confidentiality Agreement o...

Announcements; Confidentiality. 15.1 The Parties agree that immediately upon execution of this Agreement, the Parties shall make announcements substantially in the form set out in Schedule 4 hereto.

Announcements; Confidentiality. (a) From the date of this Agreement until Closing, except as required by Laws, no announcement of the existence or terms of this Agreement or the other Transaction Documents or the transactions contemplated hereby and thereby shall be made publicly or to the employees or customers of Seller, by any party to this Agreement or any of its respective Representatives without the advance written approval of the other parties. (b) Purchaser, on the one hand, and Seller and the Principals, on the other hand, each shall hold in strict confidence, and shall use their best efforts to cause all their representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process, or by other requirements of law, all confidential and proprietary information (collectively, "Confidential Information") concerning Seller and the Principals (in the case of Purchaser) and Purchaser (in the case of Seller and the Principals) which is created or obtained prior to, on or after the date hereof in connection with the transactions contemplated hereby, and Purchaser, Seller and the Principals each shall not use or disclose to others, or permit the use or disclosure of, any such information created or obtained except to the extent that such information can be shown to have been (i) previously known by Purchaser, and Seller or the Principals, as the case may be; and (ii) in the public domain through no fault of a party or any of its Representatives, and will not release or disclose such information to any other Person, except its officers, directors, employees, Representatives and lending institutions who need to know such information in connection with this Agreement. (c) If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained except (i) as required by law or (ii) to the extent such information comes into the public domain through no fault of a party or any of its Representatives.

Announcements; Confidentiality. (a) The press release with respect to the retirement of Executive is attached as Appendix E to this Separation Agreement. The Company agrees to consult with Executive prior to issuing any public statement with respect to his retirement. (b) Executive agrees that he will not, without the prior written consent of the Company, disclose to any person or entity any of the terms, conditions or other facts with respect to this Separation Agreement, except for disclosure (i) to his legal and financial advisors and immediate family members, (ii) if required by order of a court or other body having jurisdiction over such matter, and (iii) with the written consent of the Company.

Announcements; Confidentiality. 15.1 No announcement in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of a Party without prior written approval from the other Party, except that this shall not hinder any announcement required by applicable law, public authority or the rules of any recognised stock exchange on which the securities of any Party or any of its Affiliates are listed. 15.2 The Seller and the Buyer shall keep confidential, and shall cause their respective directors, officers, employees, agents and advisors to keep confidential, the Agreement and any written, oral or other information obtained in confidence from the other Party or the Company in connection with the Transaction. 15.3 The Seller shall after Completion keep confidential, and shall cause its respective directors, officers, employees, agents and advisors to keep confidential, all and any information related to the Company and its business and operations. 15.4 Neither clause 15.2 nor clause 15.3 shall apply (a) to information which becomes publicly available through no fault of a Party; (b) to the extent that the disclosure or use of information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (c) to the extent that the disclosure or use of information is required by law, regulation or legal process. Nor shall clause 15.2 apply where the disclosure is made to a third party in connection with a due diligence of the Party, and the third party in question has undertaken to keep the information confidential.