CONFIDENTIALITY AND ANNOUNCEMENTS Sample Clauses

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.4.1 This Clause shall be without prejudice to the Confidentiality Agreement dated 10 November 2011, which shall continue notwithstanding this Agreement. 14.4.2 The existence, subject matter and contents of this Agreement are confidential, and subject to Clause 14.4.4, each Party is prohibited from disclosing all or any part of this Agreement, or even its existence, at any time (including after the Closing Date). 14.4.3 Subject to Clauses 14.4.4 and 14.4.5: (i) each Party shall treat as strictly confidential and not disclose or use any information obtained in connection with the negotiations relating to the Transaction; and (ii) the Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business and financial affairs (including future plans and targets) of the Seller and the Seller’s Affiliated Companies. 14.4.4 Clauses 14.4.2 and 14.4.3 shall not prohibit disclosure or use of any information if and to the extent that: (i) the disclosure or use is necessary in order to allow any Party to comply with any legal requirement to make any announcement or to provide information to any public authority or Stock Exchange; (ii) the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement; (iii) the disclosure is made to professional advisers of any Party on condition that such professional advisers undertake to comply with the provisions of Clauses 14.4.2 and 14.4.3 in respect of such information as if they were a party to this Agreement; (iv) the information is or becomes publicly available (other than as a result of any breach of the Confidentiality Agreement or this Agreement); (v) the information becomes available to the Party bound by this Clause 14.4 from a source which is not bound by any obligation of confidentiality in relation to such information (as can be demonstrated by such Party’s written records and other reasonable evidence); or (vi) the other Party has given prior written approval to the disclosure or use, it being understood, however, that any Party that intends to disclose information pursuant to this Clause 14.4.4 shall to the extent not prohibited by applicable laws [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. or regulations, prior to making such disclosure, consult with the other Party on the form...

CONFIDENTIALITY AND ANNOUNCEMENTS. (a) The parties to this Agreement agree that the existence and terms of this Agreement are strictly confidential and further agree that they and their respective representatives shall not disclose to the public or to any third party the existence or terms of this Agreement or any other Confidential Information (as defined below) other than with the express prior written consent of the other party, except as may be required by applicable law, rule or regulation, or at the request of any Governmental Authority having jurisdiction over such party or any of its representatives, control persons or affiliates, including, without limitation, the rules and regulations of the SEC, the American Stock Exchange, or the NASD, or as may be required to defend any action brought against such person in connection with the transactions contemplated by this Agreement. (b) Notwithstanding the above, the Seller hereby consents to the filing by EIAC of a current report on Form 8-K with the SEC announcing the transaction contemplated by this Agreement upon the execution of this Agreement in such form as shall be agreed between EIAC and the Seller before the execution of this Agreement. (c) Any other press release or other public announcement by the Seller or EIAC or their respective representatives relating to the transactions contemplated by the Agreement shall be agreed between EIAC and the Seller prior to the public release or dissemination of same (such agreement not to be unreasonably withheld or delayed). (d) For the purposes of this Section 19, “Confidential Information” means any information relating to EIAC, the Buyer, the Seller, the SPVs, their directors, officers, representatives, employees, agents or advisers obtained whether before or after the date of this Agreement in any form from or pursuant to discussions with EIAC, the Buyer, the Seller, the SPVs, or any of their directors, officers, representatives, employees, agents or advisers unless it is publicly known either at the date of the disclosure or at any time thereafter (other than by breach of this Agreement).

CONFIDENTIALITY AND ANNOUNCEMENTS. 18.1 Each Council ("Covenanter") shall, both during the currency of this Agreement and at all times following its termination or expiry, keep private and confidential and shall not use or disclose (whether for its own benefit or that of any third party) any Confidential Information about the business of and/or belonging to any other Council or third party which has come to its attention as a result of or in connection with this Agreement. 18.2 The obligation set out in Clause 18.1 (Confidentiality and Announcements) shall not relate to information which:- 18.2.1 comes into the public domain or is subsequently disclosed to the public (other than through default on the part of the Covenanter or any other person to whom the Covenanter is permitted to disclose such information under this Agreement); or 18.2.2 is required to be disclosed by law; or 18.2.3 was already in the possession of the Covenanter (without restrictions as to its use) on the date of receipt; or 18.2.4 is required or recommended by the rules of any governmental or regulatory authority including any guidance from time to time as to openness and disclosure of information by public bodies; or 18.2.5 is necessary to be disclosed to provide relevant information to any insurer or insurance broker in connection with obtaining any insurance required by this Agreement. 18.3 Where disclosure is permitted under Clause 18.2.3 (Confidentiality and Announcements) or 18.2.4 (Confidentiality and Announcements), the recipient of the information shall be subject to a similar obligation of confidentiality as that contained in this Clause 18 (Confidentiality and Announcements) and the disclosing Council shall make this known to the recipient of the information. 18.4 No Council shall make any public statement or issue any press release or publish any other public document relating, connected with or arising out of this Agreement or any other agreement relating to the City Deal without the prior written consent of the other Councils.

CONFIDENTIALITY AND ANNOUNCEMENTS. 7.1 The Company shall release the Initial Press Announcement immediately after the conclusion of trading on the TSX and NYSE MKT on the date of execution of this Agreement or, in the event that this Agreement is executed outside of trading hours of the TSX and NYSE MKT, before the commencement of trading on the next trading day following the execution of this Agreement. 7.2 The Company shall release press announcements as required in relation to: 7.2.1 obtaining a receipt for the Final Prospectus from the Securities Authorities and the filing of the Registration Statement, the setting of the Record Date and the commencement of the Rights Offering; and 7.2.2 the levels of take up of Rights following the expiry of the Rights Offering; the above being referred to as the "Press Announcements", provided that any Press Announcement shall, so far as is practicable, be made after consultation with Glencore and after taking into account its reasonable requirements regarding the content, timing and manner of the Press Announcement. 7.3 Subject to Section 7.4, no announcement, circular or communication (each an "Announcement") concerning the existence or content of this Agreement shall be made by either Party (or any of its Subsidiaries or, in the case of Glencore, any Subsidiaries of Glencore International plc) without the prior written approval of the other Party provided that, for the avoidance of doubt, Glencore hereby approves the release of the Initial Press Announcement. 7.4 Section 7.3 does not apply to any Announcement if, and to the extent that, it is required to be made by the rules of any Securities Authority or any governmental, regulatory, stock exchange or supervisory body or court of competent jurisdiction ("Relevant Authority") to which the Party making the Announcement is subject, whether or not any of the same has the force of Law, provided that any Announcement shall, so far as is practicable, be made after consultation with the other Party and after taking into account its reasonable requirements regarding the content, timing and manner of despatch of the Announcement in question. 7.5 Subject to Section 7.6, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the subject matter and provisions of this Agreement; the negotiations relating to this Agreement; or the other Party. 7.6 A Party may disclose information which would otherwise be conf...

CONFIDENTIALITY AND ANNOUNCEMENTS. 13.1 Each of the parties undertakes to the others that it will not, at any time after the date of this Agreement, divulge or communicate to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange body or regulatory authorities, or to its respective officers or employees whose province is to know the same any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of any of the others which may be within or may come to its knowledge and it shall use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters. 13.2 No public announcement or communication of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed between the parties or unless an announcement is required pursuant to the applicable laws and the regulations or the requirements of any relevant stock exchange or any other regulatory body or authority. Any announcement by any party required to be made pursuant to any relevant laws or regulation or the requirements of the relevant stock exchange or any other regulatory body or authority shall be issued only after such prior consultation with the other party as is reasonably practicable in the circumstances.

CONFIDENTIALITY AND ANNOUNCEMENTS. 7.1 Subject to Clause 7.3, each party: (a) shall treat as strictly confidential: (i) the provisions of this Agreement and the other Transaction Documents and the process of their negotiation; (ii) in the case of the Vendor, any information received or held by the Vendor or any of its Representatives which relates to the Purchaser Group; and (iii) in the case of the Purchaser, any information received or held by the Purchaser or any of its Representatives which relates to the Vendor Group, (together “Confidential Information”); and (b) shall not, except with the prior written consent of the other party (which shall not be unreasonably withheld or delayed), make use of (save for the purposes of performing its obligations under this Agreement) or disclose to any person (other than in accordance with Clause 7.4) any Confidential Information. 7.2 Subject to Clause 7.3, no party shall make any announcement (including any communication to the public, to any customers, suppliers or employees of any of the Group Companies) concerning the subject matter of this Agreement without the prior written consent of the other (which shall not be unreasonably withheld or delayed). 7.3 Clauses 7.1 and 7.2 shall cease to apply if and to the extent that the party using or disclosing Confidential Information or making such announcement can demonstrate that: (a) such disclosure or announcement is required by Law or by any Governmental Authority (including, for the avoidance of doubt, any Tax Authority) to which any party is subject or submits, or is necessary or desirable for such party to disclose in connection with any court or arbitration proceedings in order to preserve its rights; (b) such disclosure or announcement is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by Clause 13 (Assignment); or (c) the Confidential Information concerned has come into the public domain other than through its fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with this Clause 7.3. 7.4 Clauses 7.1 and 7.2 shall not apply to any disclosure of Confidential Information by a party to: (a) its Affiliates, investors of its Affiliates, the funds managed and/or advised by its Affiliates or any of its and their respective directors, officers, employees; or (b) any of its professional advisers, auditors, bank...

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this Agreement and all information which they have acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and, in the case of the Buyer, all information which it has acquired about the Company and to use the information only for the purposes contemplated by this Agreement. 14.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this Agreement; or (b) information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 Any party may disclose any information that it is otherwise required to keep confidential under clause 14: (a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this Agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authori...

CONFIDENTIALITY AND ANNOUNCEMENTS. Except as provided elsewhere in this agreement, and excluding any information which is in the public domain (other than through the wrongful disclosure of any party), or which any party is required to disclose by law or by the rules of any regulatory body to which the Company is subject, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party (other than a party's professional advisers) any: 12.1.1 confidential information relating to the Company (including any Intellectual Property, customer lists, reports, notes, memoranda and all other documentary records pertaining to the Company or its business affairs, finances, suppliers, customers or contractual or other arrangements); or 12.1.2 information relating to the negotiation, provisions or subject matter of this agreement (or any document referred to in it); or 12.1.3 information concerning the Investor, its shareholders or any member of their respective groups.

CONFIDENTIALITY AND ANNOUNCEMENTS. (a) Following the Closing, each party shall keep confidential, and use its reasonable best efforts to cause its Controlled Affiliates and their officers, directors, employees and advisors to keep confidential, all non-public information in its possession provided by the other party hereto relating to MLIM Parent, its Controlled Affiliates, the Funds, the MLIM Business and BlackRock and its Controlled Affiliates, and the business and operations thereof, except (i) as required by Applicable Law or administrative process, (ii) for information that is or becomes known or available to the public at the time of disclosure, or thereafter becomes known to the public other than as a result of a breach of this Section 5.6(a) or (iii) for information that is or was received from a third party that, to the knowledge of such party to this Agreement, is or was (at the relevant time) not in breach of a confidentiality obligation with regard to such information. (b) None of the parties to this Agreement shall, nor shall any of their respective Controlled Affiliates or agents (including accountants, lenders, counsel or investment bankers), without the approval of the other parties, issue any press releases announcing the execution of this Agreement or the Transactions, otherwise make any public statements regarding the Transactions or otherwise disclose any of the contents of this Agreement or the Ancillary Agreements, except as may be determined in good faith by a party to be required by Applicable Law or regulation or by obligations pursuant to any listing agreement with any national securities exchange (in which case such party shall consult, to the extent reasonably practicable, the other parties prior to issuing such press release or making such public disclosure).

CONFIDENTIALITY AND ANNOUNCEMENTS. 33.1 Subject to Clause 34, each Party will keep confidential: 33.1.1 the terms of this Agreement and all Contracts; and 33.1.2 any and all Confidential Information that it may acquire in relation to the other party. 33.2 Neither Party will use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement. Each Party will ensure that its officers and employees, and in the case of the Service Provider, the Service Provider’s Personnel, including Authorised Sub-contractors, comply with the provisions of Clause 33.1. 33.3 The Service Provider warrants and undertakes to, and will procure that all of the Service Provider’s Personnel including all Authorised Sub-contractors shall, keep confidential any and all Confidential Information that they may acquire in relation to the Client and shall not use such Confidential Information for any purpose other than to perform their obligations under an Assignment. The Service Provider shall be liable for any breach of this Clause committed by any of the Service Provider’s Personnel, including sub-contractors. 33.4 The obligations on a Party set out in Clause 33.1 will not apply to any Confidential Information which: 33.4.1 either of the Parties can demonstrate is in the public domain (other than as a result of a breach of this Clause 33); or 33.4.2 is disclosed with the prior written consent of the other Party; or 33.4.3 is disclosed by the Authority to another Functional Body in the proper performance of its duties or to ensure compliance by the Authority or any member of the Group with any of its statutory duties and all applicable laws and regulations; or 33.4.4 a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure. 33.5 The provisions of this Clause 33 will survive any termination of this Agreement or Contract for a period of five (5) years from termination. 33.6 The Service Provider shall not without the prior written consent of the Temporary Worker Recruitment Manager advertise or announce that it is carrying out work for the Client.