Announcements; Confidentiality. Except as required by law, neither Buyer nor Seller may issue any press release or otherwise make any public statement with respect to this transaction, without the prior consent of the other party, not to be unreasonably withheld, conditioned or delayed. Additionally, Buyer and Seller agree that the existence, terms and conditions of this Agreement shall be kept strictly confidential; provided, that (i) each party may disclose the existence, terms, and conditions of this Agreement to its officers, directors and members, (ii) each party may disclose the existence, terms and conditions of this Agreement to its employees and outside advisors on a need-to-know basis in connection with the matters discussed in this Agreement, and (iii) each party may disclose the existence, terms, and conditions of this Agreement as necessary to enforce its rights hereunder or as required pursuant to subpoena, court order or applicable governmental laws, regulations or other requirements (however, to the extent permitted by applicable law, the disclosing party shall promptly notify the other party of such requirement and shall assist the other party in obtaining a protective order or equivalent). Notwithstanding the foregoing, either party may produce to the New Jersey Division of Taxation (referred to in Section 11.12 below) a copy of the Agreement or a memorandum thereof, pursuant to Section 11.12. Each party acknowledges that confidentiality is a material inducement for the other party to execute this Agreement and shall survive termination of this Agreement. Effective upon the Closing, the Confidentiality Agreement shall automatically terminate without any further action of either party. From and after Closing, Seller shall hold in confidence and shall not, except with Buyer’s written consent or as required by law or Governmental Authority or in accordance with the confidentiality provision in the Tank Storage Agreement or to the extent necessary, on a need to know basis, to comply with the obligations of Seller in this Agreement including all of the Schedules and Exhibits hereto, disclose or permit to be disclosed any non-public information regarding the Facility that Seller or its Affiliates may have retained as permitted hereunder.
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. 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) The Company may not represent any Investor’s views on any matter, or, except to the extent required by law or regulation (including, but not limited to, SEC, Nasdaq and JSE Limited rules), use any Investor’s name in any written material provided to third parties, without such Investor’s prior written consent.
(b) The Company shall not:
(i) disclose any information either in writing or orally to any Person which is not a party to this Agreement; or
(ii) make or issue a public announcement, communication or circular, about the Investors Subscription or the subject matter of, or the transactions referred to in, this Agreement or the Subscription Agreement, including by way of press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other than: (A) to such of its officers, employees and advisers as reasonably require such information in connection with the Investors Subscription or to comply with the terms of this Agreement or the Subscription Agreement; (B) to the extent required by law or regulation (including SEC, Nasdaq and JSE Limited rules); (C) to the extent required for it to enforce its rights under this Agreement; and (D) with the prior written consent of each Investor. Before any information is disclosed or any public announcement, communication or circulation made or issued pursuant to this Section 7.06(b), the Company must consult with each Investor in advance about the timing, manner and content of the disclosure, announcement, communication or circulation (as the case may be).
(c) Each Investor shall hold any Confidential Information it receives from the Company in confidence, and (for so long as it remains Confidential Information) shall not without the consent of the Company reveal any Confidential Information to any Person other than such Investor’s directors, officers, employees, attorneys, independent registered public accounting firm, rating agencies, contractors and consultants (including, without limitation, technical and financial advisors) who need to know such information in connection with the performance of their duties for such Investor. The Investors agree that money damages would not be a sufficient remedy for any breach of the confidentiality obligation contained herein and that the Company shall have the right to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or t...
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. A. Existing Members shall provide any proposed stock exchange announcement regarding the transaction contemplated herein to Investor in advance of such announcement (but no approval of Investor shall be required for such announcement); provided in no event shall any such stock exchange or other public announcement reference any percentage increase of the Investor Capital Contribution over net book value of the Property or any other inflation or misconstruing of the Investor Capital Contribution in any manner. Prior to making any disclosure or announcement relating to the Transaction, Existing Members shall, so far as practicable, consult with the Investor and take into account the reasonable recommendations of the Investor as to the content, timing and manner of such disclosure or announcement. Except as provided herein, in no event shall Existing Members, the Company nor any of such party’s Representatives or affiliates disclose the identity of the direct or indirect members of Investor, or the principals of any such member or Investor, without the prior written consent of Investor, and such information shall be deemed Confidential Materials of Investor for all purposes of this Agreement and the Transaction. In addition, except as provided herein, each of Investor and Existing Members and their respective Representatives shall keep confidential the terms of this Agreement and all Confidential Materials of the other party and all other reports
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. 29.1 No announcements of or in connection with the AGREEMENT shall be made by any of the PARTIES without the prior written concurrence of the others which shall not be unreasonably withheld where same are required to comply with any statutory requirements.
29.2 The PARTIES agree and undertake at all times to respect the confidentiality of the AGREEMENT and not to disseminate the contents thereof in any manner to third parties other than the bona fide professional advisors of the PARTIES from time to time.
