Confidential Information Public Announcements Sample Clauses

Confidential Information Public Announcements. (a) Except as required by Applicable Law or explicitly required or permitted by this Agreement, no Party shall, without the prior written consent of the other parties, disclose any confidential information obtained from the other Party to any third parties, other than to consultants or to employees who have agreed to keep such information confidential as contemplated by this Agreement and who are reasonably believed to need the information to assist such Party with the exercise or performance of any rights and obligations provided to, or imposed upon, such Party in such document; provided that the Company shall not be restricted from disclosing any information regarding the Projects. (b) This Section 13.10 does not apply to information that the receiving Party can demonstrate is presently a matter of public knowledge or which is or becomes available as a matter of public knowledge from a source which is not known to be prohibited from disclosing such information. In the event that a Party is requested or required by legal or regulatory authority to disclose any confidential information, the Party shall promptly notify the disclosing Party of such request or requirement prior to disclosure so that the disclosing Party may seek an appropriate protective order. Notwithstanding any other provision of this Agreement, the receiving Party shall have the right to disclose only so much of the confidential information as, in the advice of its legal counsel, the receiving Party is legally required to disclose. In such an event, the receiving Party agrees to use good faith efforts to ensure that all confidential information that is so disclosed will be accorded confidential treatment. (c) Except to the extent required by securities laws, the Asset Manager will not issue or make any reports, statements or releases to the public with respect to this Agreement or the performance of any Services without the prior consent of the Company. If the Asset Manager is unable to timely obtain the approval of its public report, statement or release from the Company and such report, statement or release is, in the reasonable opinion of legal counsel to the Asset Manager, required by Applicable Law in order to discharge the Asset Manager’s disclosure obligations, then the Asset Manager may make or issue the legally required report, statement or release and promptly furnish the Company with a copy thereof.
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Confidential Information Public Announcements. The parties contemplate that, during the term of this Agreement, each party (as such, a "Disclosing Party") will disclose to the other party (as such, a "Receiving Party") Proprietary Technology of the Disclosing Party that is marked or otherwise reasonably identifiable as such. A Receiving Party shall hold in confidence and shall not, directly or indirectly, at any time during or subsequent to the term of this Agreement, unless otherwise agreed to in writing by the Disclosing Party, disclose, publish, transfer or use (other than in accordance with the terms of this Agreement) any Proprietary Technology of the Disclosing Party; provided, however, that the foregoing restrictions shall not apply to any Proprietary Technology that: (a) becomes part of the public domain through no wrongful act of the Receiving Party; (b) is lawfully received by the Receiving Party from a third party without contravention of this Agreement; (c) prior to the time of receiving such Proprietary Technology from the Disclosing Party, is known by the Receiving Party and may lawfully be used by it without restriction; or (d) is independently developed by the Receiving Party, provided that the person or persons developing the same have not had any access to the Disclosing Party's Proprietary Technology. Proprietary Technology specific to the use of certain compounds, methods, conditions or features shall not be deemed to be within the foregoing exceptions merely because such Proprietary Technology is embraced by general disclosures in the public domain or in the possession of the Receiving Party; in addition, a combination of Proprietary Technology will not be deemed to fall within the foregoing exceptions, even if all of the components fall within an exception, unless the combination itself and its significance are in the public domain or in the possession of the Receiving Party prior to the disclosure thereof by the Disclosing Party. Except as shall be necessary to comply with applicable laws and regulations, and except as otherwise agreed to by the parties hereto, the parties each agree to keep the existence of this Agreement, and the transactions contemplated hereby, strictly confidential. Any press release or similar public announcements regarding this Agreement or the transactions contemplated herein shall be agreed upon in writing between the parties prior to publication.
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Confidential Information Public Announcements. (a) SellerCo shall not, directly or indirectly, disclose to any Person or use any information in any form, whether acquired prior to or after the Closing Date, received from another party hereto relating to the Business and operations of Purchaser or any of its Subsidiaries (including the Group Companies) or the Business, including information regarding customers, vendors, suppliers, Trade Secrets, training programs, manuals or materials, technical information, Contracts, systems, procedures, mailing lists, knowhow, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Group Companies’ products or services or the Business), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of Purchaser or the Business (collectively, “Confidential Information”); provided, however, that SellerCo shall not be prohibited from disclosing Confidential Information to its Representatives who are subject to a contractual, legal or fiduciary obligation of confidentiality with respect to such information and on a need-to-know basis. Confidential Information does not include such information that: (i) as of the Agreement Date or at the time of disclosure is publicly available or thereafter becomes publicly available through no breach of SellerCo of its obligations pursuant to this Section 6.2; (ii) is disclosed or furnished to SellerCo by a third party who is not known by SellerCo to have acquired the information under a legal or contractual obligation of confidentiality; (iii) is independently developed by SellerCo without the use of or reference to Confidential Information after the Closing Date; (iv) communicated to a third party by SellerCo with the express written consent of Purchaser; or (v) is disclosed by SellerCo as required by applicable Law (provided that SellerCo shall have first provided notice to Purchaser of such requirement so that Purchaser may, at its sole cost and expense, have an opportunity to seek a protective Order to prevent or limit such disclosure); provided, however, that SellerCo need only deliver such a noti...
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Confidential Information Public Announcements. As previously agreed to between the parties, Seller has been and shall continue to be permitted to inform its and the employees of the Company and the Company Subsidiary, as well as select customers, regarding this Agreement and the transaction contemplated by this Agreement (excluding Purchase Price and other commercial terms), as well as compliance with applicable legal disclosure and notification requirements and obligations. Otherwise, from and after the Closing Date, the parties hereto shall hold in confidence, and shall cause their respective Affiliates, stockholders, members, managers, directors, officers, employees and agents to hold in confidence, all Confidential Information. Except as provided and permitted in this Section 4.3, no party to this Agreement will disclose or make use of, and each shall cause their respective Affiliates, stockholders, members, managers, directors, officers, employees and agents not to disclose or make use of, Confidential Information without the prior written consent of the other party.
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Confidential Information Public Announcements. (a) No public announcement or disclosure (including any general announcements) will be made by any member of the Company or its Affiliates or the Investor Parties with respect to this Agreement, the subject matter of this Agreement, or otherwise communicate with any news media regarding this Agreement or the subject matter of this Agreement without the prior written consent of the Company and the Bravo Investor Parties. The Company agrees that no member of the Company or its Affiliates may, directly or indirectly, use in advertising, publicity or otherwise the name of the Bravo Investor Parties, any partner or employee of the Bravo Investor Parties or any member of the Bravo Investor Parties without the prior written consent of Bravo Investor Parties in each instance. (b) Each of the parties shall treat as strictly confidential this Agreement and not disclose or use any information received or obtained as a result of entering into or performing this Agreement or any Transaction Document which relates to: (i) the provisions or subject matter of any Transaction Document or any document referred to therein; (ii) the negotiations relating to any Transaction Document; and (iii) the business, financial or other affairs (including future plans and targets) of any member of the Company or its Affiliates or the Investor Parties. (c) Nothing in this Section 4.3 shall restrict or prohibit any disclosure by the Investor Parties or the Company (i) to their respective representatives, (ii) if required to do so by any law, court, regulation, subpoena or other legal process, (iii) if its attorneys advise it that it has a legal obligation to do so under Applicable Law or (iv) to implement or enforce this Agreement; provided, that in the event of any disclosure contemplated by (ii) or (iii) above, to the extent permitted by Applicable Law, the disclosing or announcing party will give the non-disclosing party reasonable prior notice and the opportunity to review and comment upon such disclosure, to the extent practicable, in advance of making any such disclosure or announcement. In addition, this Section 4.3 shall not restrict or prohibit any disclosure by any member of the Investor Parties to its or its Affiliates’ actual or prospective investors who are bound by confidentiality undertakings restricting disclosure regarding this Agreement or the transactions contemplated hereby.
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Confidential Information Public Announcements 
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Related to Confidential Information Public Announcements

  • Confidentiality; Public Announcements (i). The Parties undertake with each other that they shall treat as strictly confidential all information received or obtained by them or their employees, agents or advisers in connection with the entry into or the performance of this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement, and the business or affairs of any other Party and subject to the provisions of this section that they will not at any time hereafter make use of or disclose or divulge to any Person any such information and shall use all reasonable efforts to prevent the publication or disclosure of any such information. (ii). The restrictions contained in this section shall not: (A) apply to any disclosure which, pursuant to relevant Laws and rules, any Governmental Authority requires any Party to make (including the disclosure required to be made to any Governmental Authority in any Party’s application for consent or approval for transactions contemplated hereunder), provided that written consent as to the form and content (which consent shall not be unreasonably withheld) of the other Party has been obtained prior to any disclosure of information in public announcement involving such other Party; (B) restrict or prohibit any Party in or from making any disclosure to any professional adviser for the purposes of obtaining necessary professional advice; provided such Party shall procure that such professional adviser observes the confidentiality obligation set forth in this section; (C) apply to any disclosure from the Purchaser to its parent and any of its Affiliates and their respective directors, officers and employees; and (D) apply to information which was in the public domain or otherwise known to the relevant Party before it was furnished to it by another Party hereto or, after it was furnished to that Party, entered the public domain otherwise than as a result of a breach by that Party of this this section or a breach of a confidentiality obligation by the disclosing Party, where the breach was known to that Party. (iii). No Party shall make, nor shall cause to be made, any press release or public announcement in respect of this Agreement, the identity of the parties to this Agreement or the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other Party, unless otherwise required by Law or applicable stock exchange regulation (and then only after consultation with the other Party), and the Parties shall cooperate as to the timing and contents of any such press release, public announcement or communication. In the event that any Party or any of its agents, representatives, Affiliates, employees, officers or directors becomes legally compelled to disclose any such confidential information, such Party shall provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or other remedy, or provide a written consent as to the form and content of the disclosure (which consent shall not be unreasonably withheld) of the other Party prior to any such disclosure of confidential information. In the event that such protective order or other remedy is not obtained, or such other Party waive compliance with this this section, the Party legally compelled to disclose such confidential information shall furnish only that portion of such confidential information which is legally required to be provided and exercise all reasonable efforts to obtain assurances that confidential treatment will be accorded such information.

  • Confidentiality/Public Announcement From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • 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.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Information Disclosure We will disclose information to third parties about your account or the transactions you make: (1) when it is necessary for completing transactions, or (2) in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or (3) in order to comply with government agency or court orders, or (4) if you give us your written permission.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

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