CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 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 the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to use such information only for the purposes contemplated by this agreement. 8.2 The Buyer undertakes 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 purpose contemplated by this agreement. 8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion. 8.4 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. 8.5 Any party may disclose any information that it is otherwise required to keep confidential under this clause 8: (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 disclosing the Consideration 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; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 8.6 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
Appears in 1 contract
Samples: Share Purchase Agreement (Micrus Endovascular Corp)
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of 12.1 Save as provided for in this clause 12, the Sellers severally Vendor undertakes to the Buyer Purchaser, and the Purchaser undertakes to the Vendor, to keep confidential the terms existence of this agreement and and, in the case of the Vendor, all information which they have it has acquired about the Company and the Buyer’s Purchaser's Group (as such Group is constituted immediately before Completion) and and, in the Buyer undertakes to each case of the Sellers to keep confidential Purchaser, all information which it has acquired about the Company or UKM prior to Completion Vendor , the Vendor's Group and the Company's Group (as such Group is constituted immediately before Completion), and to use such the information only for the purposes contemplated by this agreement.
8.2 The Buyer undertakes 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 purpose contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A 12.2 No party does not have is required 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 the information being disclosed in breach of this agreement; or
(b) information that the parties agree in writing is not confidential; or
(c) information about the Purchaser's Group, the Vendor's Group or the Company's Group that it receives from a source not connected with the party to whom the duty of confidence is owed that Group and that it acquires has acquired free from any obligation of confidence to any other person.
8.5 12.3 The Purchaser does not have to keep confidential or restrict its use of:
(a) information about the Company and its Subsidiary after Completion; or
(b) information that is known to the Purchaser before the date of this agreement and that it has acquired free from any obligation of confidence to any other person.
12.4 Any party may disclose any information that it is otherwise required to keep confidential under this clause 812:
(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 disclosing the Consideration or making any other announcement).
(e) to the extent that the disclosure is required:
(i) by law; or
(ii) by a the Listing Rules, the City Code on Takeovers and Mergers, the rules of the United States Securities and Exchange Commission or any similar applicable regulations or similar regulatory body, Taxation Authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s 's interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 12.5 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
12.6 No party shall make any announcement relating to this agreement or its subject matter without the prior written approval of all the other parties except as required by law or by any legal or regulatory authority.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 14.1 Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this agreement 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 and, in the Buyer undertakes to each case of the Sellers to keep confidential Buyer, all information which it has acquired about the Company or UKM prior to Completion and to use such the information only for the purposes contemplated by this agreementAgreement.
8.2 14.2 The Buyer undertakes and Guarantor undertake to each of the Sellers to keep confidential the terms of this agreement Agreement and all information that it has acquired about that Seller and to use the information only for the purpose purposes contemplated by this agreementAgreement.
8.3 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 does or Guarantor is not have under an obligation to keep confidential or restrict its use of information about the Company after Completion.
8.4 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 agreementAgreement; 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.
8.5 14.6 Any party may disclose any information that it is otherwise required to keep confidential under this clause 814:
(a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this agreementAgreement, 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 disclosing the Consideration 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 exchangeexchange within or without the United Kingdom; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchangeexchange within or without the United Kingdom; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 14.7 Each party shall supply any other party with any information about itself, its Group or this agreement Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.
Appears in 1 contract
Samples: Share Purchase Agreement (Coda Octopus Group, Inc.)
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of 12.1. Subject to Clause 12.3, the Sellers severally Seller undertakes to the Buyer to keep confidential the terms of this agreement Agreement, the Transaction Documents and all information which they have acquired about the Company and the Buyer’s Buyer or its Group (as such the Group is constituted immediately before CompletionClosing) and the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion Group immediately before Closing, and to use such the information only for the purposes contemplated by this agreementAgreement.
8.2 The 12.2. Subject to Clause 12.3, the Buyer undertakes to each of the Sellers Seller to keep confidential the terms of this agreement Agreement, the Transaction Documents and all information that it has acquired about that the Seller or persons connected with them and to use the information only for the purpose purposes contemplated by this agreementAgreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A 12.3. No party does not have is required 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 the information being disclosed in breach of this agreementAgreement; or
(b) information that the parties agree in writing is not confidential; or
(c) information about the other party’s Group or the Company Group, that it receives finds out from a source not connected with that Group or the party to whom the duty of confidence is owed Company Group, and that it acquires has acquired free from any obligation of confidence to any other person.
8.5 Any 12.4. The Buyer does not have to keep confidential or restrict its use of:
(a) information about the Company Group after Closing; or
(b) information that is known to the Buyer before the date of this Agreement and that it has acquired free from any obligation of confidence to any other person.
12.5. Either party may disclose any information that it is otherwise required to keep confidential under this clause 8Clause:
(a) to such employees, professional advisers, consultants and employees consultants, or officers of its Group as are reasonably to the extent necessary to advise on this agreementAgreement, or to facilitate the Transaction, if provided that 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 prior written consent of all the other parties; orparty;
(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 disclosing the Consideration or making any other announcement).
(e) to the extent that the disclosure is requiredis:
(i) required by lawLaw; or
(ii) required by a regulatory body, Taxation Tax Authority, Governmental Authority or securities exchange; or;
(iiid) required to make any filing with, or obtain any authorisation from, a regulatory bodyHong Kong Companies Registry, Taxation Authority or Tax Authority, securities exchange;
(e) made to any Tax Authority in connection with the Tax affairs of the disclosing party; or
(ivf) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) required to protect the disclosing party’s interest in any legal proceedingsproceedings provided that in each case, but shall use the disclosing party shall, to the extent permitted by law, provide reasonable endeavours notice to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making itparty of such proposed disclosure.
8.6 12.6. Each party shall supply any the other party with any information about itself, its Group or this agreement Agreement and the Transaction Documents as such the other party may reasonably require for the purposes of satisfying the requirements of a lawLaw, regulatory body any Governmental Authority or securities exchange to which such other the requiring party is subject.
12.7. The parties agree to consult with each other before issuing, and shall provide each other the opportunity to review and comment upon, any press release or other public announcements relating to this Agreement and the Transaction Documents, and shall not issue any such press release or make any public announcement prior to such consultation, except to the extent required by law, any regulatory body or the rules of any securities exchange to which the disclosing party is subject.
12.8. This Clause shall continue to have effect for the period of one year from the date of this Agreement.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally The Seller undertakes to the Buyer to keep confidential all 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 the Buyer undertakes to each of the Sellers to keep confidential all information which that it has acquired about the Company or UKM prior to Completion Buyer and to use such information only for the purposes contemplated by this agreement.
8.2 The Buyer undertakes to each of the Sellers Seller to keep confidential the terms of this agreement and all information that it has acquired about that the Seller and to use the information only for the purpose purposes contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 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.
8.5 Any Either party may disclose any information that it is otherwise required to keep confidential under this clause 8:
(a) 8.3.1 to such professional advisers, consultants and employees or officers of its Group group as are reasonably necessary to advise on this agreement, or to facilitate the Transaction, if provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or
(b) 8.3.2 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 disclosing the Consideration or making any other announcement).
(e) 8.3.3 to the extent that the disclosure is required:
(ia) by law; or
(iib) by a any regulatory body, Taxation Authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body tax authority or securities exchange or (in the case of a disclosure by the Seller or the Administrator) is required in the Administrator's opinion to enable the Administrator to comply with any applicable requirements of insolvency practice or disclosure requirement to which it is subject (whether as a matter of law, practice or professional conduct).
8.4 No announcement, circular or other publicity in connection with the subject matter of this agreement (other than as permitted by this agreement) shall be made before Completion by or on behalf of a party without the approval of the Administrator and the Buyer (such other party is subjectapproval not to be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Asset Purchase Agreement
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 13.1 Each of the Sellers and each of the Management Sellers severally undertakes to the Buyer to keep confidential the terms of this agreement and all information which that they have acquired about the Company and its Subsidiaries and the Buyer’s Group (as such Group is constituted immediately before Completion) and the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to use such the information only for the purposes contemplated by this agreement.
8.2 The 13.2 Save in respect of the Announcement, the Buyer undertakes to each of the Sellers and each of the Management Sellers to keep confidential the terms of this agreement and all information that it has acquired about that each Seller and its Group (as such Group is constituted immediately after Completion) and to use the information only for the purpose purposes contemplated by this agreement.
8.3 13.3 The Buyer does not have to keep confidential or restrict its use of information about the Company and its Subsidiaries after Completion.
8.4 A 13.4 Each party to this agreement does not have to keep confidential or to restrict its use of:
(a) 13.4.1 information that is or becomes public knowledge other than as a direct or indirect result of a breach of this agreement; or
(b) 13.4.2 information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires has acquired free from any obligation of confidence to any other person.
8.5 13.5 Any party may disclose any information that it is otherwise required to keep confidential under this clause 813:
(a) 13.5.1 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) 13.5.2 with the written consent of all the other parties; or
(c) 13.5.3 with the written consent of one party, if such information relates only to that party; or
(d) 13.5.4 to confirm that the sale has taken place, place and the date of the sale (but without otherwise revealing any other items terms of sale or disclosing the Consideration or making any other announcement).;
(e) 13.5.5 to the extent that the disclosure is required:
(ia) by law; or
(iib) by a regulatory body, Taxation Authority or securities exchange; or
(iiic) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(ivd) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(ve) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 13.6 Each party shall supply any other party with any information about itself, its Group itself or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each 14.1 Subject to the provisions of this Clause 14 (including without limitation to Clause 14.6), the Parties agree that the transaction contemplated by the terms hereof shall remain and be kept confidential, and that any press release or announcement to third parties shall be made by mutual agreement of the Sellers severally Parties only or as required by applicable securities laws.
14.2 Buyer undertakes to the Buyer to Seller that it shall:
(a) keep confidential the terms of this agreement Agreement and all confidential information which they have acquired about or trade secrets in its possession concerning the Company and the Buyer’s Group technology, business, affairs, customers, clients or suppliers of Seller;
(as such Group is constituted immediately before Completionb) and the Buyer undertakes to each not disclose any of the Sellers information referred in Clause 14.2(a) in whole or in part to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to use such information only for the purposes contemplated any third party, except as expressly permitted by this agreement.Clause 14; and
8.2 The Buyer undertakes to each (c) not make any use of any of the Sellers information referred in Clause 14.2(a), other than to keep confidential the terms of this agreement and all information that it has acquired about that Seller and to use the information only extent necessary for the purpose contemplated by of exercising or performing its rights and obligations under this agreementAgreement.
8.3 The 14.3 Nothing in this Agreement shall be construed as imposing on the Buyer does not have an obligation to keep confidential confidential, or restrict its use after Closing, of information about the Company after Completionany Intellectual Property Rights owned by Denselight.
8.4 A party does not have 14.4 Notwithstanding any other provision of this Agreement, no Party is required to keep confidential or to restrict its use ofof any information that:
(a) information that is or becomes public knowledge or otherwise generally available to the public (other than as a direct or indirect result of a the information being disclosed in breach of this agreementAgreement);
(b) that the Parties agree in writing is not confidential; or
(bc) information that it receives was, is or becomes available to the receiving party on a non-confidential basis from a source person who, to the receiving Party's knowledge, is not connected bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personreceiving Party.
8.5 14.5 Any party of the Parties may disclose any information that it is otherwise required to keep confidential under this clause 8Clause 14:
(a) to such professional advisers, consultants and employees or officers those of its Group as are reasonably necessary employees, officers, consultants, representatives or advisers (or those of any member of its Group) who need to know such information to enable them to advise on this agreementAgreement, or to facilitate the Transaction, PROVIDED THAT the Party making the disclosure informs the recipient of the confidential nature of the information before disclosure and procures that each recipient shall, in relation to the information disclosed to him, comply with the obligations set out in this Clause 14 as if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they recipient were that party; or. The Party making a disclosure under this Clause shall, at all times, be liable for any failure by its recipients to comply with the obligations set out in this Clause;
(b) with the written prior consent in writing of all the other parties; orParty;
(c) with the written consent of one party, if such information relates only to that party; or
(d) to confirm either that the sale Transaction has taken place, and or the date of the sale (Closing Date, but without otherwise revealing any other items terms of sale or disclosing the Consideration Transaction or making any other announcement).; or
(ed) to the extent that the disclosure is required:
(i) by law; orthe laws of any jurisdiction to which the disclosing party is subject;
(ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, Taxation Authority or any taxation authority or securities exchange of competent jurisdiction, provided that such order falls within the legal scope of authorization or remit of such court, body, authority or exchange; or;
(iii) to make any filing with, or obtain any authorisation from, a regulatory regulatory, governmental or similar body, Taxation Authority tax authority or securities exchange; orexchange of competent jurisdiction;
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s 's interest in any legal proceedings, but shall use reasonable endeavours PROVIDED that in each case (and to consult the extent it is legally permitted to do so) the Party making the disclosure gives the other parties and to take into account any reasonable requests they may have in relation to the Party as much notice of such disclosure before making itas possible.
8.6 Each party 14.6 Subject to Clause 14.7, no Party shall supply make, or permit any person to make, any public announcement, communication or circular (an announcement) concerning this Agreement or the Transaction without the prior written consent of the other party with any information about itself, its Group Party (such consent not to be unreasonably withheld or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subjectdelayed).
Appears in 1 contract
Samples: Share Sale Agreement
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally 7.1 The Seller undertakes to the Buyer to keep confidential the terms of this agreement Agreement and all information which they have it has acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion Companies and to use such the information only for the purposes contemplated by this agreementAgreement.
8.2 7.2 The Buyer undertakes to each of the Sellers Seller to keep confidential the terms of this agreement Agreement and all information that it has acquired about that the Seller or the Retained Group and to use the information only for the purpose purposes contemplated by this agreementAgreement.
8.3 7.3 The Seller and the Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 7.4 A party 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 agreementAgreement; or
(b) information that it receives from a source not connected with the party Party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person.
8.5 7.5 Any party Party may disclose any information that it is otherwise required to keep keeping confidential under this clause 8Clause 7:
(a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this agreementAgreement, or to facilitate the Transaction, if the disclosing party Party procures that the people to whom the information is disclosed keep it confidential as if they were that partyParty; or
(b) with the written consent of all the other partiesParty; or
(c) with the written consent of one party, if such information relates only to that party; or
(d) to confirm that the sale Transaction has taken place, place and the date of the sale (but without otherwise revealing any other items of sale or disclosing the Consideration or making any other announcement).; or
(ed) to the extent that the disclosure is required:
(i) by law; or
(ii) by a regulatory body, Taxation Authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchangeexchange (including related authorities); or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing partyParty’s interest in any legal proceedings, but in relation to (d) (except for securities exchange and related authorities) shall use reasonable endeavours endeavors to consult the other parties Parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 7.6 Each party Party shall supply any other party Party with any information about itself, its Group or this agreement Agreement as such other party Party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange (including related authorities) to which such other party Party is subject.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally 14.1 The Seller undertakes to the Buyer to and the Company that he or she shall:
(a) keep confidential the terms of this agreement and the other Transaction Documents, and all information which they have acquired about confidential information, know how or trade secrets in his knowledge or possession concerning the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and the Buyer undertakes to each business, affairs, customers, clients or suppliers of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior any member of the Buyer's Group;
(b) not disclose any of the information referred to Completion and in clause 14.1(a) (whether in whole or in part) to any third party, except as expressly permitted by this clause 14; and
(c) not make any use such of any of the information only referred to in clause 14.1(a), other than to the extent necessary for the purposes contemplated by purpose of exercising or performing his rights and obligations under this agreement.
8.2 The 14.2 Nothing in this agreement shall be construed as imposing on the Buyer undertakes to each of the Sellers an obligation to keep confidential any information relating to the terms of this agreement and all information that it has acquired about that Seller and Company, or to use the information only for the purpose contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about such information, in each case after the Company after CompletionCompletion Date.
8.4 A 14.3 Notwithstanding any other provision of this agreement, no party does not have shall be obliged to keep confidential or to restrict its their use ofof any information that:
(a) information that is or becomes generally available to the public knowledge other than as a direct or indirect result of a its disclosure by that party (or any person to whom that party has disclosed the information in accordance with clause 14.4(a)) in breach of this agreement; or
(b) information that it receives was, is or becomes available to the relevant party on a non-confidential basis from a source person who, to that party's knowledge, is not connected with bound by a confidentiality agreement or otherwise prohibited from disclosing the party information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personparty.
8.5 Any party 14.4 The parties may disclose any information that it is they are otherwise required to keep confidential under this clause 814:
(a) to any of their employees, officers, consultants, representatives or advisers who need to know such professional advisers, consultants and employees or officers information for the purposes of its Group as are reasonably necessary to advise advising on this agreement, agreement or to facilitate facilitating the Transaction, if provided that the disclosing party making the disclosure informs the recipients of the confidential nature of the information before disclosure and procures that the people recipients shall, in relation to whom any such information disclosed to them, comply with the information is disclosed keep it confidential obligations set out in this clause 14 as if they were that party; or. The party making a disclosure under this clause shall, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause 14;
(b) with in the written consent case of all the other parties; orBuyer only, to a proposed transferee of the Sale Shares for the purpose of evaluating the proposed transfer;
(c) in the case of the Buyer only, to its funders or investors (or potential funders or investors) and their respective advisers, employees, officers, representatives or consultants in connection with financing the written consent of one party, if such information relates only to that party; orTransaction;
(d) with the prior consent in writing of the other party;
(e) to confirm that the sale Transaction has taken place, and or the date of the sale Transaction (but without otherwise revealing any other items terms of sale or disclosing the Consideration Transaction or making any other announcement).; or
(ef) if and to the extent that the disclosure is required:
(i) by law; orthe laws of any jurisdiction to which the party making the disclosure is subject;
(ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, Taxation or any Tax Authority or securities exchange; orexchange of competent jurisdiction;
(iii) to make any filing with, or obtain any authorisation from, a regulatory any regulatory, governmental or similar body, Taxation or any Tax Authority or securities exchangeexchange of competent jurisdiction; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s 's interest in any legal proceedings, but shall use reasonable endeavours provided that in each case (and to consult the extent they are legally permitted to do so) the party making the disclosure gives the other parties party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and to take is given in accordance with this clause, it takes into account any the reasonable requests they may have in relation to of the disclosure before making itother party concerning the content of the disclosure.
8.6 14.5 Each party shall supply the other parties (or any other party of them) with any such information about itself, its Group or this agreement as such other party they may reasonably require for the purposes of satisfying the requirements of a lawany law or any judicial, governmental, regulatory or similar body or any Tax Authority or securities exchange of competent jurisdiction.
14.6 Subject to which clause 14.7 , no party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed).
14.7 Nothing in clause 14.6 shall prevent a party from making an announcement required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction, provided that the party required to make the announcement consults with the other party and takes into account their reasonable requests concerning the content of the announcement before it is subjectmade.
14.8 The parties shall issue a press release in agreed form immediately after the Completion Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Concierge Technologies Inc)
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally 17.1 The Seller undertakes to the Buyer to keep confidential all 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 the Buyer undertakes to each of the Sellers to keep confidential all information which that it has acquired about the Company or UKM prior to Completion Buyer and all Business Information and to use such information only for the purposes contemplated by this agreement.
8.2 17.2 The Buyer undertakes to each of the Sellers Seller to keep confidential the terms of this agreement and all information that it has acquired about that the Seller and the Seller Group and to use the information only for the purpose purposes contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A 17.3 No party does not have is required to keep confidential or to restrict its use ofof information that:
(a) information that is or becomes public knowledge other than as a direct or indirect result of a being disclosed in breach of this agreement; or
(b) information the parties agree in writing is not confidential; or
(c) has been lawfully disclosed to the relevant party by a third party and that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires has acquired free from any obligation of confidence to any other person.
8.5 Any 17.4 Either party may disclose any information that it is otherwise required to keep confidential under this clause 817:
(a) to such professional advisers, consultants and employees or officers of its Group group as are reasonably necessary to advise on this agreement, or to facilitate the Transaction, if provided that 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 partiesparty; 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 disclosing the Consideration 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 tax authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority tax authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties party and to take into account any reasonable requests they it may have in relation to the disclosure before making it.
8.6 17.5 Each party shall supply any the other party with any information about itself, its Group group or this agreement as such the other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other the requiring party is subject.
17.6 No announcement, circular or other publicity in connection with the subject matter of this agreement (other than as permitted by this agreement) shall be made prior to Completion by or on behalf of the Seller or the Buyer without the approval of the other as to its content, form and manner of publication (such approval not to be unreasonably withheld or delayed), except that any announcement, circular or other publicity required to be made or issued by the Seller or the Buyer pursuant to any legal or regulatory authority may be made or issued by the Seller or the Buyer without such approval. The Buyer and the Seller shall consult together on the form of any such announcement, circular or other publicity and the other party shall promptly provide such information and comment as the party issuing such announcement, circular or other publicity may from time to time reasonably request.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally 12.1 The Seller undertakes to the Buyer Buyers to keep confidential the terms of this agreement and all information which they have acquired about the Company and its Subsidiaries and the Buyer’s Buyers' Group (as such the Group is constituted immediately before CompletionClosing) and the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to its Subsidiaries immediately before Closing, and use such the information only for the purposes contemplated by this agreement.
8.2 12.2 The Buyer undertakes Buyers undertake to each of the Sellers Seller to keep confidential the terms of this agreement and all information that it has acquired about that the Seller or its Group (as such Group is constituted immediately after Closing) and to use the information only for the purpose purposes contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A 12.3 Neither party does not have is required to keep confidential or to restrict its use of:
(a) knowledge of the existence of this agreement after Closing; or
(b) information that is or becomes public knowledge other than as a direct or indirect result of a the information being disclosed in breach of this agreement; or
(bc) information that the parties agree in writing is not confidential; or
(d) information about the other party's Group, or the Company and the Company's Subsidiaries, that it receives finds out from a source not connected with that Group, the party to whom Company or the duty of confidence is owed Company's Subsidiaries, and that it acquires has acquired free from any obligation of confidence to any other person.
8.5 Any 12.4 The Buyers do not have to keep confidential or restrict their use of:
(a) information about the Company and its Subsidiaries after Closing; or
(b) information that is known to either Buyer before the date of this agreement and that it has acquired free from any obligation of confidence to any other person.
12.5 The Seller does not have to keep information about the Company and the Company's Subsidiaries confidential or restrict its use of that information if the Conditions have not been satisfied or waived by the date and time provided in clause 2.
12.6 Either party may disclose any information that it is otherwise required to keep confidential under this clause 8clause:
(a) to such employees, professional advisers, consultants and employees consultants, 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 other party's written consent of all the other partiesconsent; 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, place and the date of the sale (but without otherwise revealing any other items terms of sale or disclosing the Consideration or making any other announcement).; or
(ed) to the extent that the disclosure is required:
(i) by law, including but not limited to required disclosures required in the Bankruptcy Case ; or
(ii) by a regulatory body, Taxation Authority tax authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority tax authority or securities exchange; orOr
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s 's interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties party and to take into account any reasonable requests they it may have in relation to the disclosure before making it.
8.6 12.7 Each party shall supply any the other party with any information about itself, its Group or this agreement as such the other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other the requiring party is subject.
12.8 This clause shall continue to have effect after the Closing Date
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally undertakes 13.1 Subject to the Buyer to keep clause 13.2, each Party shall treat as strictly confidential the terms contents of this agreement Agreement, the other Transaction Documents, and all information which they have acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completionincluding know how) and the Buyer undertakes to each of the Sellers to keep a secret or confidential all information which it has acquired about the Company or UKM prior to Completion and to use such information only for the purposes contemplated by this agreement.
8.2 The Buyer undertakes 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 purpose contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A party does not have to keep confidential nature belonging or to restrict relating to a Party or any member of its use ofrespective group (“Confidential Information”) obtained as a result of negotiating or entering into (i) this Agreement, (ii) any other Transaction Document, save that information shall not be Confidential Information if:
(a) the information that is is, or becomes subsequently becomes, public knowledge other than as a direct or indirect result of a the information being disclosed in breach of this agreementAgreement; or
(b) information the disclosing Party can establish that it receives obtained the information from a source not connected with the party to whom the duty that was under no obligation of confidence is owed in respect thereof; or
(c) the disclosing Party can establish that the information was known to it before the date of disclosure by another Party and that it acquires free from was not under any obligation of confidence in respect of that information; or
(d) the Parties agree in writing prior to any other person.
8.5 Any party may disclose any information its disclosure that it is not confidential.
13.2 Any Party may disclose information that would otherwise required be Confidential Information if and to keep confidential under this clause 8the minimum extent:
(a) disclosure is made on a strictly confidential basis to such officers, employees, agents, consultants, professional advisers, consultants auditors and employees bankers (each a “Related Party”) of the disclosing Party or officers any member of its Group group, to the extent that any such Related Party needs to know such Confidential Information in connection with the implementation of the Transaction Documents;
(b) required by any order of any Government Authority;
(c) required by the rules of any listing authority or stock exchange on which the shares of any member of that party’s group are listed or traded;
(d) required by the laws or regulations of any country with jurisdiction over the affairs of any member of that Party’s group;
(e) to enable the disclosing party to enforce or protect its rights under the Transaction Documents in a court of competent jurisdiction or in the Tribunal; or
(f) the other Party has given its prior written approval to the disclosure.
13.3 Before a Party discloses any information under clause 13.2(b), 13.2(c) or 13.2(d), such Party shall (to the extent permitted by law) use all reasonable endeavours to:
(a) inform the other Parties of the full circumstances of the disclosure and the information that will be disclosed, and take all such steps as are reasonably necessary may be reasonable and practicable in the circumstances to advise on this agreement, or to facilitate agree the Transactioncontents of such disclosure with the other Parties before making the disclosure (save that, if the disclosing party procures Party is unable so to inform the other Parties before Confidential Information is disclosed, it shall (to the extent permitted by law) inform the other Parties immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed);
(b) consult with the people other Parties as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences to the disclosing Party;
(c) gain assurances as to confidentiality from the person to whom the information is disclosed keep it confidential as if they were that partyto be disclosed; orand
(bd) where the disclosure is by way of public announcement, agree the wording with the other Parties in advance.
13.4 Each Party shall ensure that its Related Parties to whom any Confidential Information is disclosed comply fully with the confidentiality obligations set out in this clause 13.
13.5 The restrictions contained in this clause 13 shall continue to apply for so long as any information remains Confidential Information.
13.6 Subject to clause 13.7, the Parties shall not make or authorise any announcement concerning the terms of or any matters contemplated by or ancillary to this Agreement without the prior written consent of all the other parties; or
Parties (c) with the written such consent of one party, if such information relates only not 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 be unreasonably withheld or disclosing the Consideration or making any other announcementdelayed).
13.7 The parties shall issue the press release in agreed form on or about the Completion Date.
13.8 A Party may make or authorise an announcement if:
(ea) the announcement is required by law or any securities exchange or regulatory or governmental body (whether or not such requirement has the force of law) or in the case of the Buyer, in accordance with its normal investor relations practice or in response to any questions on any of its investor calls or analyst briefings; and
(b) that Party has consulted with and taken into account the reasonable requirements of the other Parties.
13.9 Notwithstanding the foregoing, the Parties acknowledge and agree that the Buyer may disclose the existence and terms and may file a copy of this Agreement and the other Transaction Documents on a Report on Form 6-K under the U.S. Securities Exchange Act of 1934 and/or its next required Annual Report on Form 20-F, in each case to the extent that the disclosure is required:
(i) by law; or
(ii) by a regulatory body, Taxation Authority or securities exchange; or
(iii) Buyer reasonably believes to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) be required under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the applicable requirements of a law, regulatory body or securities exchange to which such other party is subjectthe U.S. Securities and Exchange Commission.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 12.1 Each of the Sellers severally undertakes to the Buyer, and the Buyer undertakes to each of the Sellers, to keep confidential the terms existence of this agreement and and, in the case of the Sellers, all information which they have acquired about the Company and the Buyer’s 's Group (as such Group is constituted immediately before Completion) and and, in the Buyer undertakes to each case of the Sellers to keep confidential Buyer, all information which it has acquired about the Company or UKM prior to Completion Company's Group (as such Group is constituted immediately before Completion), and to use such the information only for the purposes contemplated by this agreement.
8.2 The Buyer undertakes 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 purpose contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A 12.2 No party does not have is required 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 the information being disclosed in breach of this agreement; or
(b) information that the parties agree in writing is not confidential; or
(c) information about the Buyer's Group or the Company's Group that it receives from a source not connected with the party to whom the duty of confidence is owed that Group and that it acquires has acquired free from any obligation of confidence to any other person.
8.5 12.3 The Buyer does not have to keep confidential or restrict its use of:
(a) information about the Company and its Subsidiary after Completion; or
(b) information that is known to the Buyer before the date of this agreement and that it has acquired free from any obligation of confidence to any other person.
12.4 Any party may disclose any information that it is otherwise required to keep confidential under this clause 812:
(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 disclosing the Consideration or making any other announcement).
(e) to the extent that the disclosure is required:
(i) by law; or
(ii) by a order (having the force of law) of any regulatory body, Taxation Authority or securities exchange; or
(iii) to make any mandatory filing with, or obtain any mandatory authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, exchange but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 12.5 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
12.6 No party shall make any announcement relating to this agreement or its subject matter without the prior written approval of all the other parties except as required by law or by any legal or regulatory authority.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 14.1 Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this agreement Agreement and all information which that they have acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and the Buyer undertakes to each of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to use such the information only for the purposes contemplated by this agreementAgreement.
8.2 14.2 The Buyer undertakes to each of the Sellers to keep confidential the terms of this agreement Agreement and all information that it has acquired about that Seller and to use the information only for the purpose purposes contemplated by this agreementAgreement.
8.3 14.3 Each Seller undertakes to the other to keep confidential the terms of this Agreement and all information that they have acquired about that other person and to use the information only for the purposes contemplated by this Agreement.
14.4 The Buyer does not have to keep confidential or restrict its use of information about the Company and its Subsidiaries after Completion.
8.4 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 agreementAgreement; 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 has acquired free from any obligation of confidence to any other person.
8.5 14.6 Any party may disclose any information that it is otherwise required to keep confidential under this clause 8Clause 14:
(a) to such professional advisers, consultants and employees or officers of its Group Subsidiaries as are reasonably necessary to advise on this agreementAgreement, 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, place and the date of the sale (but without otherwise revealing any other items terms of sale or disclosing the Consideration 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; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, ,
(vi) but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.
8.6 14.7 Each party shall supply any other party with any information about itself, its Group or this agreement Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each of the Sellers severally undertakes 9.1 Except to the Buyer extent required by law or any legal or regulatory authority of competent jurisdiction:
(a) no party shall at any time disclose to keep confidential any person (other than to its professional advisers) the existence of, or terms of this agreement or any trade secret or other confidential information relating to the Group (or relating to the other party), or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and all information which they have acquired about obligations under this agreement; and
(b) except with the Company prior written consent of the other party (such approval not to be unreasonably withheld or delayed), no party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement.
9.2 The undertakings in clause 9.1 are given by each party to each other party and apply to actions carried out by each party in any capacity and whether directly or indirectly, on the party’s own behalf, on behalf of any other person or jointly with any other person.
9.3 The Seller undertakes to the Buyer’s Group (as such Group is constituted immediately before Completion) , and the Buyer undertakes to each of the Sellers Seller, to keep confidential the existence of this agreement and, in the case of the Buyer, all information which it has acquired about the Company or UKM prior to Completion Group, and to use such the information only for the purposes contemplated by this agreement.
8.2 The Buyer undertakes 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 purpose contemplated by this agreement.
8.3 The Buyer does not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 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.
8.5 Any 9.4 Either party may disclose any information that it is otherwise required to keep confidential under this clause 89:
(a) to such of its professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this agreement, or to facilitate the Transactionexercise of the Option, if provided that 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 partiesparty; 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 disclosing the Consideration 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 tax authority or securities exchange; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties party and to take into account any reasonable requests they it may have in relation to the disclosure before making it.
8.6 Each party shall supply any other party with any information about itself, its Group or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.
Appears in 1 contract
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each 12.1 The Seller undertakes to each of the Sellers severally undertakes to Buyer and the Buyer to Company that he shall:
(a) keep confidential the terms of this agreement and the other Transaction Documents, and all information which they have acquired about confidential information, know how and trade secrets in its knowledge or possession concerning the business, affairs, customers, clients or suppliers of the Company and or any member of the Buyer’s Group Group;
(as such Group is constituted immediately before Completionb) and the Buyer undertakes to each not disclose any of the Sellers information referred to keep confidential all in clause 12.1(a) (whether in whole or in part) to any third party, except as expressly permitted by this clause 12; and
(c) not make any use of any of the information which it has acquired about referred to in clause 12.1(a), other than to the Company or UKM prior to Completion and to use such information only extent necessary for the purposes contemplated by purpose of exercising or performing its rights and obligations under this agreement.
8.2 The Buyer undertakes to each of the Sellers to keep confidential the terms 12.2 Notwithstanding any other provision of this agreement and all information that it has acquired about that agreement, the Seller and to use the information only for the purpose contemplated by this agreement.
8.3 The Buyer does shall not have to keep confidential or restrict its use of information about the Company after Completion.
8.4 A party does not have be obliged to keep confidential or to restrict its use ofof any information that:
(a) information that is or becomes generally available to the public knowledge other than as a direct or indirect result of a its disclosure by the Seller (or any person to whom he has disclosed the information in accordance with clause 12.3(a)) in breach of this agreement); or
(b) information that it receives was, is or becomes available to the Seller on a non-confidential basis from a source person who, to the Seller’s knowledge, is not connected with bound by a confidentiality agreement and is not otherwise prohibited from disclosing the party information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personSeller.
8.5 Any party 12.3 The Seller may disclose any information that it he is otherwise required to keep confidential under this clause 812:
(a) to any advisers who need to know such professional advisers, consultants and employees or officers information for the purposes of its Group as are reasonably necessary to advise advising on this agreement, agreement or to facilitate facilitating the Transaction, if provided that the disclosing party Seller informs the recipients of the confidential nature of the information before disclosure and procures that the people recipients shall, in relation to whom any such information disclosed to them, comply with the information is disclosed keep it confidential obligations set out in this clause 12 as if they were that party; orthe Seller. The Seller shall, at all times, be liable for the failure of such recipients to comply with the obligations set out in this clause;
(b) with the written prior consent in writing of all the other parties; orBuyer;
(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 disclosing the Consideration or making any other announcement).
(e) to the extent that the disclosure is required:
(i) by law; orthe laws of any jurisdiction to which he is subject;
(ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, Taxation or any Tax Authority or securities exchange; orexchange of competent jurisdiction;
(iii) to make any filing with, or obtain any authorisation from, a regulatory any regulatory, governmental or similar body, Taxation or any Tax Authority or securities exchangeexchange of competent jurisdiction; or
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing party’s his interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties provided that in each case (and to take the extent it is legally permitted to do so) the Seller gives the Buyer as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, he takes into account any the reasonable requests they may have in relation to of the disclosure before making itBuyer concerning the content of the disclosure.
8.6 12.4 Each party shall supply any the other party with any such information about itself, its Group itself or this agreement as such the other party may reasonably require for the purposes of satisfying the requirements of a lawany law or any judicial, governmental, regulatory or similar body or any Tax Authority or securities exchange of competent jurisdiction.
12.5 Subject to which such clause 12.6 the Seller shall not make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the Buyer.
12.6 Nothing in clause 12.5 shall prevent the Seller from making an announcement required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction provided that the party required to make the announcement consults with the other party and takes into account its reasonable requests concerning the content of the announcement before it is subjectmade.
12.7 The Buyer undertakes to the Seller and the Company that if for whatever reason the Company shares are not transferred to the Buyer, it shall:
(a) keep confidential the terms of this agreement and the other Transaction Documents, and all confidential information, know how and trade secrets in its knowledge or possession concerning the business, affairs, customers, clients or suppliers of the Company;
(b) not disclose or use any of the information obtained as a result of these negotiations or this agreement (whether in whole or in part) to any third party, except as required in order to comply with applicable law or the requirements of any governmental body or legally-constituted public authority; and
(c) not make any use of any of the information obtained as a result of these negotiations or this agreement, other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Future FinTech Group Inc.)
CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Each 14.1 Notwithstanding the terms of the Sellers severally NDA, the Seller undertakes to (and to procure that each member of the Buyer to Retained Group will):
(a) keep confidential the terms of this agreement and all confidential information which they have acquired about or trade secrets in its possession concerning the business, affairs, customers, clients or suppliers of the Companies (the Company Confidential Information);
(b) not disclose any of the Company Confidential Information to any person, except as expressly permitted by this clause 14; and
(c) not to make any use of the Company Confidential Information other than to the extent strictly necessary for the purpose of exercising or performing its rights and obligations under this agreement.
14.2 Notwithstanding the Buyer’s Group (as such Group is constituted immediately before Completion) and terms of the NDA, the Buyer undertakes to (and to procure that the Company, AILIL, the BLW and each other member of the Sellers to keep confidential all information which it has acquired about the Company or UKM prior to Completion and to use such information only for the purposes contemplated by this agreement.Buyer's Group will):
8.2 The Buyer undertakes to each of the Sellers to (a) keep confidential the terms of this agreement and all confidential information that it has acquired about that or trade secrets in its possession concerning the business, affairs, customers, clients or suppliers of Seller and or any other member of the Retained Group (the Seller Confidential Information);
(b) not disclose any of the Seller Confidential Information to any person, except as expressly permitted by this clause 14; and
(c) not make any use of the information only Seller Confidential Information other than to the extent strictly necessary for the purpose contemplated by of exercising or performing its rights and obligations under this agreement.
8.3 The Buyer does not have to keep confidential 14.3 Notwithstanding any other provision of this agreement or restrict its use of information about the Company after Completion.
8.4 A NDA, neither party does not have is obliged to keep confidential or to restrict its use ofof any information that:
(a) information that is or becomes generally available to the public knowledge (other than as a direct or indirect result of a its disclosure in breach of this agreement); or
(b) information that it receives was, is or becomes available to a party on a non-confidential basis from a source person who to the receiving party's knowledge is not connected bound by a confidentiality agreement with the other party or otherwise prohibited from disclosing the information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personreceiving party.
8.5 Any 14.4 Notwithstanding the terms of the NDA, either party may disclose any information that it is otherwise required to keep confidential under this clause 814:
(a) to such professional advisers, consultants and employees or officers any of its Group as are reasonably necessary employees, officers, consultants, representatives or advisers (or those of any member of its Group) who need to advise know such information for the purpose of advising on this agreement, agreement or to facilitate facilitating the Transaction, if provided that the disclosing party making the disclosure informs the recipient of the confidential nature of the information before disclosure and procures that the people recipients, in relation to whom any information disclosed to them, comply with the information is disclosed keep it confidential obligations set out in this clause 14 as if they were that party; or. The party making a disclosure under this clause 14.4(a) will, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause 14;
(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 Completion has taken place, and the date of the sale (but without otherwise revealing any other items terms of sale or disclosing the Consideration Transaction or making any other announcement).;
(ec) to the extent that the disclosure is required:
(i) by law; orthe laws of any jurisdiction to which that party is subject;
(ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, Taxation Authority or securities exchangeexchange of competent jurisdiction; or
(iii) to make any filing with, or obtain any authorisation from, a regulatory regulatory, governmental or similar body, Taxation Authority or securities exchange; orexchange of competent jurisdiction;
(iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or
(v) to protect the disclosing that party’s interest in any legal proceedingsproceedings or to enforce its rights under this agreement, but shall use reasonable endeavours PROVIDED that in each case (and to consult the extent it is legally permitted to do so) the party making the disclosure gives the other parties party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and to take is given in accordance with this clause, it takes into account any the reasonable requests they may have of the other party in relation to the disclosure before making itcontent of the requisite disclosure; or
(d) with the prior consent in writing of the other party.
8.6 14.5 Each party shall will supply any the other party with any such information about itself, its Group or this agreement as such the other party may reasonably require for the purposes of satisfying the requirements of a lawany law or any judicial, governmental, regulatory or similar body or any securities exchange of competent jurisdiction to which such other the requesting party is subject.
14.6 Subject to clause 14.7, and notwithstanding the terms of the NDA, neither party will make or permit any person to make any public announcement, communication or circular concerning this agreement or the Transaction (an Announcement) without the prior written consent of the other party.
14.7 Nothing in clause 14.6 prevents either party from making an Announcement required by law or any governmental or regulatory authority (including any relevant securities exchange), or by a court or other authority of competent jurisdiction provided that the party required to make an Announcement consults with the other party and takes into account the reasonable requests of the other party in relation to the content of the relevant Announcement before it is made.
Appears in 1 contract
Samples: Share Purchase Agreement (Advantage Insurance Inc.)
