Confidentiality and Public Announcements. 15.1 The Parties agree that during the performance of this Agreement, each Party may disclose to the other confidential information regarding its business, including financial data, marketing information, methods of doing promotions and sponsorships, research and development activities and other proprietary information which constitute trade secrets of a Party (collectively “Confidential Information”). Confidential Information shall also include any other information in oral, written, graphic or electronic form which, given the circumstances surrounding such disclosure, would be considered confidential. The Parties shall each (i) ensure and shall cause the Company to ensure that any Confidential Information of any other Party which it may learn in the course of negotiations for, or carrying out of this Agreement is treated by it in strict confidence, and (ii) not disclose, copy, modify, distribute or otherwise transfer the other Party’s Confidential Information, or any part thereof, to any other person or entity. The obligations and restrictions herein shall not apply to Confidential Information that falls within any of the following exceptions, provided a receiving Party proves by credible written evidence that such information:
(a) is or becomes part of the public domain through no fault of a receiving Party;
(b) was known by a receiving Party prior to the disclosure by the other Party;
(c) was independently developed by or for a receiving Party completely apart from the disclosures hereunder;
(d) has been properly received from a third party who is not under any obligation to maintain the confidentiality of such information, and without breach of this Agreement by a receiving Party; and/or
(e) is released pursuant to a court order or otherwise required by law, provided that the receiving Party immediately notifies the disclosing Party of such court order or legal requirement, and gives the disclosing Party a reasonable opportunity and cooperates with the disclosing Party to contest, limit or condition the scope of such required disclosure. If a receiving Party wises to rely on the exceptions contained in subparagraphs (b), (c) or (d) above, then the receiving Party must demonstrate to the disclosing Party the facts underlying why the exception applies within ninety (90) days of receipt of the Confidential Information from the disclosing Party.
15.2 The Parties have the right to disclose the others’ Confidential Information to their respective employees ...
Confidentiality and Public Announcements. The parties recognize that successful consummation of the transactions contemplated by this Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, each of the parties hereto severally and not jointly agrees not to disclose or discuss such matters with anyone not a party to this Agreement (other than its counsel, advisors, corporate parents and affiliates) without the prior written consent of the other parties hereto, except for filings required pursuant to the Exchange Act and the rules and regulations thereunder or disclosures its counsel advises are necessary in order to fulfill its obligations imposed by law or the requirements of any securities exchange. At all times during the term of this Agreement, the parties hereto will consult with each other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to agree on the text of public reports, statements or releases.
Confidentiality and Public Announcements. 18.1 Subject to Clauses 18.4 and 18.5, the Contractor and the National Petroleum Agency shall keep information furnished to each other in connection with Petroleum Operations and all plans, maps, drawings, designs, data, scientific, technical and financial reports and other data and information of any kind or nature relating to Petroleum Operations including any discovery of Petroleum as strictly confidential and shall ensure that their entire or partial contents shall under no circumstances be disclosed in any announcement to the public or to any third party without the prior written consent of the other. With regard to data about aspects of geology, reservoir engineering or production engineering, reports or other material submitted to public authorities, the confidentiality obligations shall have the duration specified in Clause 18.3. The provisions of this Clause 18 shall not apply to disclosure to:
(a) Affiliates;
(b) sub-contractors, auditors, financial consultants or legal advisers, provided that such disclosures are required for the effective performances of the aforementioned recipients’ duties related to Petroleum Operations and provided further that they are under a similar undertaking of confidentiality as that contained in this Clause 18;
(c) comply with statutory obligation or the requirements of any governmental agency or the rules of a stock exchange on which a Party’s or its Affiliates’ stock is publicly traded in which case the disclosing Party will notify the other Party of any information so disclosed prior to such disclosure;
(d) financial institutions involved in the provision of finance for the Petroleum Operations hereunder provided, in all such cases, that the recipients of such data and information agree in writing to keep such data and information strictly confidential;
(e) a bona fide third party purchaser provided that such third party executes an undertaking similar to the undertaking contained in this Clause 18 to keep the information disclosed to it strictly confidential; and
(f) in accordance with and as required by the Oil Revenue Law.
Confidentiality and Public Announcements. 11.11.1 Each Party undertakes to keep the provisions of this Agreement and any confidential information obtained from the other Party (together, the “Confidential Information”), confidential and not to disclose such Confidential Information to third parties, save that the Parties will be entitled to disclose the Confidential Information in terms of law or to their employees and advisors on the basis that it will only be disclosed to those parties who need to have knowledge of the Confidential Information in order for the Parties to carry out their rights and obligations in terms of this Agreement and prior to such disclosure, such employees and advisors have undertaken not to disclose the Confidential Information without the written consent of the Party that disclosed the Confidential Information.
11.11.2 Neither of the Parties shall, subject to clause 11.11.3, issue any press release or any other public document or make any public statement in each case relating to, connected with or arising out of the transaction which is the subject matter of this Agreement without obtaining the prior approval of the other Party to the contents thereof and the manner of its presentation and publication, provided that such approval shall not be unreasonably withheld or delayed, provided further that after a period of 3 (THREE) Business Days has elapsed following the delivery of such a request, it shall be assumed that approval has been granted.
11.11.3 To the extent that a Party which is a company listed on any stock exchange is required, in order to satisfy its obligations to such stock exchange or otherwise, to give, make or publish any press release, announcement or document, such Party shall be entitled to do so provided it gives the other Party at least 3 (THREE) Business Days’ advance warning thereof together with drafts or a copy thereof.
11.11.4 The obligations in respect of confidentiality in this clause 11 shall not apply to statements required in terms of annual financial statements or announcements required by law.
Confidentiality and Public Announcements. Neither Sponsor nor CRSM shall disclose the terms of this Agreement or issue any public announcements regarding the CRSM work/study program without the prior written consent of the other party; provided, however, that (a) Sponsor agrees to allow CRSM to use its name in certain publications in a list form with the other sponsors participating in the work/study program solely to acknowledge Sponsor as participating in the work/study program and
Confidentiality and Public Announcements. 6.4.1 The following shall apply with respect to confidentiality:
(a) Each Investor agrees to hold in strict confidence all Information furnished to it and the terms of this Agreement and the Shareholders Agreement (collectively, “Confidential Information”). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Informat...
Confidentiality and Public Announcements. Until Closing has occurred, each Party shall keep confidential all information obtained from the other Party in connection with the Assets and this Agreement, and shall not release any information concerning this Agreement and the Transaction without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishing information: (i) to any Governmental Authority or to the public if required by Applicable Law (provided the Purchaser shall advise the Vendor in advance of the content of any such public statement);
Confidentiality and Public Announcements. 11.6.1. The Commission, the participating Member States and the contractor must treat with strict confidentiality any confidential information or documents in connection with the APA.
11.6.2. The Commission, the participating Member States and the contractor shall:
(a) not use confidential information or documents for any purpose other than to perform their respective obligations under the APA or a Vaccine Order Form without the prior written agreement of the disclosing Party;
(b) ensure the protection of such Confidential information or documents with the same level of protection as their own confidential information or documents and in any case with due diligence;
(c) not disclose, directly or indirectly, confidential information or documents to third parties without the prior written agreement of the other Party.
11.6.3. Notwithstanding the above, the Parties may disclose confidential information or documents to their directors, officers and employees and, in the case of the contractor, to its subcontractors and their directors, officers and employees as well as to those of any corporation directly or indirectly controlling, controlled by, or under common control with the contractor (control being the ownership of more than fifty percent (50 %) of the outstanding voting stock of a corporation), and/or any company, individual or organisation retained by them to assist in the implementation of the APA, provided that each such company, individual and organisation must be legally bound to comply with this Article.
11.6.4. The confidentiality obligations set out in this Article are binding on the Commission, the participating Member State and the contractor during the performance of the APA and for as long as the information or documents remain confidential unless:
(a) the disclosing Party agrees to release the receiving Party from the confidentiality obligation earlier;
(b) the confidential information or documents become public through other means than a breach of the confidentiality obligation;
(c) the applicable law requires the disclosure of the confidential information or documents.
11.6.5. The contractor must obtain from any natural person with the power to represent it or take decisions on its behalf, as well as from third parties involved in the performance of the APA a commitment that they will comply with this Article. At the request of the Commission, the contractor must provide a document providing evidence of this commitment.
11.6.6. The contra...
Confidentiality and Public Announcements. 15.1 Each Party shall keep confidential the terms of this Agreement and any documents and transactions contemplated by, or any information obtained under, this Agreement (collectively referred to as the “Information”), and shall not disclose the Information to any person except:
(a) to its and its Affiliates’ directors, officers, employees, consultants and advisers having a need to use that Information; or
(b) in circumstances where disclosure is required pursuant to any applicable law or court order, or to any Governmental Body, or pursuant to the rules of any relevant stock exchange, any request of a tax authority or other regulatory body; or
(c) to the extent such disclosure is necessary to obtain any consent or approval contemplated by this Agreement.
15.2 Except in the circumstances detailed in Clause 15.1(b), only the Sellers and the Buyers shall make any public or press announcement or statement concerning this Agreement and shall only do so with the prior approval of the Sellers or the Buyers, as applicable, which approval may not be unreasonably withheld. The Sellers and the Buyers shall in good faith agree the form or forms of press announcements or public statements that they will each make. The foregoing shall not apply if a Party is required by law, or by the stock exchange or Governmental Body to which that Party is subject, to make an announcement, disclosure or press release, provided that such Party shall use its reasonable endeavours to consult with the other Party regarding the content thereof prior to release.
15.3 The provisions of this Clause 15 shall be without prejudice to the terms of any confidentiality agreement entered into by the Parties.
Confidentiality and Public Announcements. Before the Closing Date, no Party shall make any public statement or issue any press release concerning the transactions contemplated by this Agreement without the prior written consent of the other Party except as may be necessary, in the opinion of counsel to the Party making such disclosure, to comply with the requirements of all Applicable Law. If any such public statement or release is so required, the Party making such disclosure shall consult with the other Parties prior to making such statement or release, and the Parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such statement or release which is satisfactory to all Parties. In the event that a Party becomes legally compelled to make any public statement or issue a press release, such Party shall provide the other Party with prompt written notice so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with this Section 11.3. Such Party shall consent to and assist the other Party in obtaining any protective order or other appropriate remedy that the other Party or any of its affiliates may seek for the purpose of delaying or obtaining an exemption from the requirement to make the public statement or issue the press release in question. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with this Section 11.3, the Party shall make or issue only that portion of the public statement or the press release which the Party is advised by written opinion of its counsel is legally required and the Party shall use its reasonable commercial efforts to obtain a protective order or other reliable assurance that the public statement or press release shall be accorded confidential treatment.
