Confidentiality and Press Release Sample Clauses

Confidentiality and Press Release. (a) The Buyer and the Seller, and each of their respective affiliates shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any information which was previously or is hereafter publicly disclosed or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the Buyer are parties), (ii) to their partners, investors, advisers, underwriters, analysts, employees, affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality, (iii) to any applicable Governmental Authority in order for the Buyer to apply for and obtain any Licenses and Permits necessary for the Buyer to own and operate the Hotel as of the Closing, (iv) as otherwise contemplated or required by this Agreement in order consummate the transactions contemplated by this Agreement, and (v) to comply with any law, rule or regulation (including without limitation those of the United States Securities and Exchange Commission) or the requirements of any securities exchange on which such party or its parent company is listed; provided, however, that in all events each party shall use its commercially reasonable best efforts not to disclose the identity of the other parties hereto (or any of their affiliates or members or investors) except with such person’s prior written permission. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or termination of this Agreement for a period of one year. (b) The Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby, provided that the content of any such press release shall be subject to the prior written consent of the other party hereto, not to be unreasonably withheld, conditioned or delayed. The provisions of this Section shall survive the Closing or termination of this Agreem...

Confidentiality and Press Release. In addition to the provisions of Section 5 of the Master Agreement, the following confidentiality provisions shall apply:

Confidentiality and Press Release. No party shall disclose any terms of this Agreement to any third party without the consent of the other parties, except as required by applicable laws, or as disclosed to such party’s accountants, attorneys and other professional advisors, provided that such parties are acting under a duty of confidentiality.

Confidentiality and Press Release. (a) The Recipient undertakes to the Disclosing Party to treat as confidential all Confidential Information. (b) The Recipient may only use the Confidential Information of the Disclosing Party for the purposes of and in accordance with this Licence. (c) The Recipient shall not divulge or communicate to any third party except as may be required by applicable laws, legal or administrative process or by other legal or regulatory requirements, any of the terms of this Licence or any other Confidential Information of the Disclosing Party. (d) The obligations of confidence set out in this Clause 20 shall not apply to any Confidential Information which: (i) is in or subsequently enters the public domain other than as a result of a breach of the terms of this Licence; (ii) has been or is subsequently received by the Recipient from a third party which is under no obligation of confidence in respect of that information; (iii) has been or is subsequently independently developed by the Recipient without the use of the Disclosing Party's Confidential Information. (e) This Clause remains in full force and effect notwithstanding the termination of this Licence for any reason. (f) Any press release in relation to this Licence shall be agreed by the Parties.

Confidentiality and Press Release. Neither party shall comment publicly on this Agreement or its contents or make any oral or written public statements about the terms and conditions of this Agreement or disclose any terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws or to prospective and other investors or such party’s accountants, attorneys, and other professional advisors, provided that such advisors are acting under a duty of Confidentiality. Notwithstanding the above, the parties shall issue a mutually acceptable press release no later than 15 days after the Effective Date. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Confidentiality and Press Release. (a) Purchaser acknowledges and agrees that it shall be bound by all of the terms and conditions of that certain Confidentiality Agreement relating to the premises, executed by Purchaser and dated May 20, 2004. Between the date hereof through and including the Closing Date and except as otherwise expressly provided in clause (b) below, Purchaser and Seller shall not (and shall use reasonable efforts to cause Purchaser’s and Seller’s respective agents, employees, attorneys and advisors including, without limitation, financial institutions to not) disclose, make known, divulge, disseminate or communicate the Purchase Price or any of the terms of this Agreement or this transaction or any agreement, document or understanding pertinent to the instant transaction without the consent of the other party, except (i) as required by law, (ii) to Purchaser’s or Seller’s employees and advisors involved in the transaction or (iii) to Purchaser’s prospective lenders or prospective investors. (b) Prior to the Closing Date, Purchaser and Seller shall confer and agree on a press release to be issued jointly by Purchaser and Seller disclosing the transaction and the appropriate time for making such release. Neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party. (c) Notwithstanding anything to the contrary contained in this Section 34, Seller recognizes that XX Xxxxx Realty Corp., who indirectly owns interests in Purchaser, is a public company and, accordingly, Seller acknowledges and agrees that Purchaser or XX Xxxxx Realty Corp. may disclose in press releases, filings with governmental authorities, financial statements and/or other communications such information regarding the transactions contemplated hereby as may be necessary or advisable under securities laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any, rules or regulations thereunder, GAAP or other accounting rules or procedures or XX Xxxxx Realty Corp.’s prior custom, practice or procedure. (d) The provisions of Section 34(a) shall survive the termination of this Agreement and the provisions of Section 34(b) shall survive the termination hereof or the Closing.

Confidentiality and Press Release. No Party will issue any further press release or other public communication relating to this Agreement or the transactions contemplated hereby and/or will disclose any details regarding this transaction and the content of this Agreement (including the negotiations relating to this Agreement) to any third party (other than to its respective representatives, advisors and financing institutions in connection with the preparation, negotiation, financing and the completion of this Agreement and the transactions stipulated herein in each case subject to appropriate confidentiality obligations without the consent of the other Party), provided, however, that no Party shall be prevented from making disclosures - 83 - required by applicable Law or any listing agreement with any national securities exchange or is disclosed in line with customary Xxxxxx practice.

Confidentiality and Press Release. The terms and conditions of this License Agreement are confidential to Catch Curve. VEDO shall not disclose any such terms and conditions during the term of the License Agreement and for a period of one (1) year after termination for any reason or expiration of the License Agreement, except as required by law. The parties agree that each may issue a press release regarding this License Agreement.

Confidentiality and Press Release. The terms of this Agreement shall remain confidential. If EW elects to issue a press release concerning this Agreement, EW shall prepare the content and timing of such press release in consultation with Licensor.

Confidentiality and Press Release. 7.1 After the Effective Date, Sclavo shall keep all Restricted Information disclosed to it by SciClone (or SciClone's Affiliates) strictly confidential, refrain from using any such Restricted Information for any purpose other than the performance of the obligations under this Agreement, and return to SciClone any materials falling within such Restricted Information. Any such Restricted Information may be used by Sclavo for any purpose, or disclosed by Sclavo to any other person, only to the extent that: (a) it is at the date hereof, or hereafter becomes, public knowledge through no fault of Sclavo (provided that in doing so Sclavo shall not disclose any Restricted Information which is not public knowledge); or (b) it can be shown by Sclavo, to the reasonable satisfaction of SciClone, to have been known to Sclavo prior to it being disclosed by SciClone to Sclavo or prior to it being developed or obtained by Sclavo in connection with the Licensed Products. 7.2 After the Effective Date, SciClone shall keep strictly confidential any Restricted Information of Sclavo which Sclavo has disclosed to SciClone, if any, which is not related to the Licensed Products; and SciClone shall refrain from using any such confidential information. This provision shall cease to be applicable as to any information that: (a) is at the date hereof, or hereafter becomes, public knowledge through no fault of SciClone; or (b) can be shown by SciClone, to the reasonable satisfaction of Sclavo, to have been known to SciClone prior to it being disclosed by Sclavo to SciClone. 7.3 SciClone will submit to Sclavo a draft of any proposed U.S. press release, and Sclavo will submit to SciClone a draft of any proposed press release in the European Union countries, regarding this Agreement or the subject matter hereof, or any right, obligation or development thereunder. Such press releases will be subject to prior review by the other party, and the other party's suggested revisions will be sent to the releasing party by facsimile within three days of receipt by the other party of the draft press release. The suggested revisions will be considered, and will not be unreasonably rejected, withheld or delayed. Any SciClone press release in a European Union country and any Sclavo press release in the U.S. shall require the written consent of the other party prior to issue of such press release, and such consent shall not be unreasonably withheld or delayed.