Confidentiality and Public Announcement. Each Party shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby) or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement and other Transaction Documents or the transactions contemplated hereby and thereby. Each Party shall ensure that its affiliates, representatives and agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public information. Notwithstanding the foregoing, if any Party believes in good faith that any announcement or notice must be prepared or published pursuant to applicable laws (including any rules or regulations of any securities exchange or valid legal process) or information is otherwise required to be disclosed to any governmental authority, such Party may, in accordance with its understanding of the applicable laws, make the required disclosure in the manner it deems in compliance with the requirements of applicable laws, provided that any public announcement of this transaction by each Party shall be in form and substance reasonably satisfactory to the other Party. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an affiliate of the Purchaser, or include the name of the Purchaser or an affiliate of the Purchaser in any press release or filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of the Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement and (B) the filing of final Transaction Documents (including signature pages thereto) with the SEC and (ii) to the extent such disclosure is required by law, request of the SEC or Nasdaq regulations, in which case the Company shall provide the Purchaser with prior written notice of such disclosure permitted under this subclause (ii). From and after the Company’s issuance of the press release disclosing the material terms of the transactions contemplated hereby, the Company shall not, and shall cause its officers, directors, employees and agents not to, provide to the Purchaser material, non-public information about the Company that would restriction the Purchaser’s ability to trade securities of the Company. The Purchaser, severally and not jointly with the other Purchaser(s), covenants that it will comply with the provisions of any con...
Confidentiality and Public Announcement. It is expected that the Parties may disclose to each other proprietary or confidential technical, financial and business information ("PROPRIETARY INFORMATION"). Except as necessary to perform its obligations under this Agreement, the receiving Party shall not make any use of Proprietary Information for its own benefit or for the benefit of any other Person, and, except with the prior written consent of the disclosing Party or as otherwise specifically provided herein, the receiving Party will not, during and for a period of three (3) years after the termination of this Agreement, duplicate, use or disclose any Proprietary Information to any Person. The receiving Party shall not disclose all or any part of the disclosing Party's Proprietary Information to any affiliates, agents, officers, directors, employees or representatives (collectively, "REPRESENTATIVES") of the receiving Party, except on a need to know basis. Such Representatives shall be informed of the confidential and proprietary nature of the Proprietary Information. Each Party shall maintain the other Party's Proprietary Information with at least the same degree of care each Party uses to maintain its own proprietary information. The receiving Party shall immediately advise the disclosing Party in writing of any misappropriation or misuse by any person of the disclosing Party's Proprietary Information of which the receiving Party is aware. All Proprietary Information in whatever form shall be promptly returned by the receiving Party to the disclosing Party upon written request by the disclosing Party for any reason or upon termination of this Agreement. Each receiving Party acknowledges that the Proprietary Information of the disclosing Party is central to the disclosing Party's business and was developed by or for the disclosing Party at a significant cost. Each receiving party further acknowledges that damages would not be an adequate remedy for any breach of this Agreement by the receiving Party or its Representatives and that the disclosing Party may obtain injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement by the receiving Party or any of its Representatives. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Section 16.5, but shall be in addition to all other remedies available at law or in equity to the disclosing Party. None of the Parties shall disclose or make any public announcement of the ex...
Confidentiality and Public Announcement. This Agreement and the terms and provisions hereof, including the amount of the purchase price, shall be maintained confidential by the parties; provided, however, that this Agreement and the terms and provisions thereof may be disclosed to Buyer’s lenders, if any, and their consultants, who shall be required to keep such information confidential. Neither party may make press releases nor other public announcements concerning this transaction, without the other party’s prior written approval and agreement to the form of the announcement, except as may be required by applicable laws or rules and regulations of any governmental agency or stock exchange.
Confidentiality and Public Announcement. The Parties undertake not to disclose confidential information, which became known as a result of their mutual cooperation from the moment of signing this Agreement, as well as within 3 (three) years after its termination. Such information may include information on the structure of production, on the balance sheet, the state of bank accounts, the turnover of funds, the level of income and debt obligations of the enterprise, methods of studying the market and sales of the enterprise, customers, customers, consumers, customers and partners of the enterprise, and also about its competitors, which are not contained in open sources, about the methods of calculation, the structure and level of prices for the company's products, about the goals, objectives and results of the scientific research of the enterprise, about specifications of the developed and used technologies. A special part of confidential information consists of information about inventions and their improvements, formulas, special methods and methods for solving specific problems, technologies, programs used in the Credits platform (including object and source codes), documentation, ideas and methods of their implementation, design solutions, any data in electronic form, including the database of information systems to which the recipient of confidential information will have access in the framework of a partnership with the Party, disclosing confidential information. The following information may not be considered confidential information: • which, prior to the conclusion of this Agreement, were publicly announced. • which became publicly available during the term of this Agreement, but without the fault of the respective party. • that was received by a Party as a result of its own research without using information received from the other Party. Such information, however, is considered confidential information from the moment the disclosing Party provides the recipient with a notice of the confidential nature of such information. All information received by the Parties as a result of cooperation may be used exclusively in accordance with its intended purpose. At the end of the cooperation, the Parties undertake to return all information received from the other Party in the course of the execution of this Agreement on tangible media, as well as a copy thereof at the first request of any Party or immediately after the termination of this Agreement. The receiving party is not entitled to transfer ...
Confidentiality and Public Announcement. It is expected that the Parties may disclose to each other proprietary or confidential technical, financial and business information ("Proprietary Information"
Confidentiality and Public Announcement. (a) The parties hereto agree to hold the terms and conditions set forth in this Agreement in strict confidence and shall not disclose to others, except to (i) a recipient’s own affiliates, officers, employees and recipient’s legal, tax or other professional advisors (collectively, “Representatives”) on a need to know basis solely for the purposes set forth in this Agreement, (ii) rating agencies, (iii) each other Noteholder, each actual or potential assignee or transferee of any Noteholder, and each person that holds, or proposes to hold, a direct or indirect interest in a Note (including any participant or sub-participant in a note), and any affiliate, officer, employee or legal, tax or other professional advisor of any of the foregoing persons; provided, that any such actual or potential assignee, transferee, participant or sub-participant shall have entered into a confidentiality agreement with the disclosing party reflecting the terms in this Section 14(a) prior to such disclosure, (iv) the National Association of Insurance Commissioners, and any other regulatory body having jurisdiction over a recipient, (v) any court, arbitration board, governmental agency, commission, authority, board or similar entity in response to or compliance with any law, ordinance, governmental order, regulation, rule, subpoena, investigation or request, (vi) any bidder with respect to any of the SRGL Entities’ businesses (each, a “Bidder”) with prior notice to and the express written consent of the Noteholders or (vii) any other person as a result of a disclosure required to be made, based on the advice of outside counsel, pursuant to the securities laws of the United States of America or any State thereof. Each party shall ensure that its Representatives to whom any disclosure permitted by this Section 14(a) is made are informed of, and agree to be bound by, the terms of this Section 14(a) and each of the SRGL Entities shall ensure that any Bidder to whom any disclosure permitted by Section 14(a)(vi) is made is informed of, and agrees to be bound by, the terms of this Section 14(a).
(b) None of the parties hereto may issue any press releases or otherwise make any public statements or communications with respect to this Agreement or the amendments to the Transaction Documents contemplated by this Agreement without the prior written consent of the other parties, except as any party may determine, based on advice of outside counsel, as required by law. Notwithstanding anything...
Confidentiality and Public Announcement. 4.4.1 Except as provided below, each party shall treat in confidence the confidential information that Sellers or the Company, or their agents or representatives, discloses to Buyer (“Confidential Information”) and agrees not to disclose that Confidential Information to any other person or use any such Confidential Information for any purpose other than for the performance of its obligations under this Agreement or as otherwise authorized by Buyer.
4.4.2 Any Confidential Information may be disclosed by each party pursuant to the order or requirement of any governmental authority; and to any of its respective personnel who need to know the relevant Confidential Information; in each case to such extent only as is necessary to enable the proper performance of this Agreement or as is required by law or a governmental authority, or to its professional advisers, subject to each party using all reasonable endeavors to ensure that the person to whom it discloses Confidential Information keeps the same confidential, including informing them of the confidential nature of the Confidential Information and the terms of this Agreement, and requiring all such persons to agree to keep such information confidential.
Confidentiality and Public Announcement. 20.1 Except to the extent required by Law or applicable stock exchange regulations and in case of such requirement only after prior consultation with the other Party, the Parties will not, disclose or use any information relating to the other Party, the Property or the transaction which is the subject of this Agreement that is of a confidential nature, subject to Clause 20.3.
20.2 No announcement or press release regarding this Agreement or any element thereof will be made or issued other than with the prior approval of each of the Parties.
20.3 The Purchaser and its representatives shall be entitled to retain one copy of the "Confidential Information" to the extent necessary in order to comply with any applicable laws or regulations and document retention policies, and shall only be required to use commercially reasonable efforts to return or destroy any materials stored electronically, and the Purchaser and its representatives shall not be required to return or destroy any electronic copy of the "Confidential Information" created pursuant to their standard electronic backup and archival procedures. Notwithstanding anything to the contrary herein, the Purchaser or Purchaser Affiliate or any entity advised by the Purchaser Affiliate) shall be permitted to disclose in press releases, SEC and other filings with governmental authorities, financial statements and/or other communications such information regarding the transaction contemplated by this Agreement and/or the terms of this Agreement and any such information relating to the property as may be necessary or advisable to comply with any applicable federal or state securities laws, rules, or regulations (including SEC rules and regulations), "generally accepted accounting principles," or other accounting rules or procedures or in accordance with Xxxxx Global Income Trust Inc.’s prior custom, practice, or procedure. Without limiting the foregoing, Xxxxx Global Income Trust Inc. may file this Agreement with the SEC after the execution of the same and may file a form "8-K" and/or prospectus supplement to which this Agreement may be attached.
Confidentiality and Public Announcement. 15.1 Except to the extent required by Law or applicable stock exchange regulations, no Party will not disclose or use any information contained or referred to in this Agreement. The draft of the press release that the Purchaser shall publish following the execution of this Agreement is attached as Schedule 17 (Press Release).
15.2 The Seller shall, and shall procure that each of its Affiliates and Related Parties, shall keep confidential all information relating to the Group Companies and/or provided to it by or on behalf of the Purchaser or otherwise obtained by or in connection with this Agreement and/or Transaction which relates to the Purchaser or its Affiliates.
15.3 The Seller and the Purchaser will provide 2 Business Days’ advance notice to each other on the timing and tenor of any public announcement of this Agreement and/or the Transaction and will not divulge the terms of this Agreement to any third party, except as required by Law or applicable stock exchange regulations.
Confidentiality and Public Announcement. 1. Each party hereto shall keep confidential any and all information obtained by it with respect to any other party hereto in connection with the execution or performance of this Agreement and shall not disclose or divulge any such information to any third party without the prior written consent of such other party.
2. None of the parties hereto may make public announcement with respect to the execution or contents of this Agreement without the prior written consent of the other parties hereto.
3. The foregoing provisions of this Article shall not apply to any information which is required to be disclosed or publicly announced under the Securities and Exchange Law or the rules of the Japan Securities Dealers Association or any applicable federal or state securities laws or regulations of the United States of America.
