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.
Appears in 2 contracts
Samples: Option Cancellation Agreement, Option Cancellation Agreement (Harmony Gold Mining Co LTD)
Confidentiality and Public Announcements. 11.11.1 (a) Each Party undertakes party agrees to keep the provisions of this Agreement and any confidential all information obtained from the other Party (together, party in connection with the “Confidential Information”), confidential Sale Interest and the Option Interest and agrees not to disclose such Confidential Information to third partiesrelease any information concerning this agreement and the transactions herein provided for, 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 prior written consent of the Party that disclosed the Confidential Information.
11.11.2 Neither of the Parties shallother party, 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 consent must not be unreasonably withheld or delayed.
(b) The Seller undertakes to release the ASX Announcement as soon as practicable following execution of this agreement and, provided further if required by applicable law or stock exchange regulation, to issue any other announcement, statement or disclosure in relation to this agreement or the transactions contemplated hereunder, including the Notice of Meeting, that after a period of 3 (THREE) Business Days has elapsed following includes more detail on or relating to the delivery of such a requestBuyer or its ownership and management than is disclosed in the ASX Announcement, it shall be assumed that approval has been granteddo so:
(i) only after reasonable consultation with the Buyer; and
(ii) in no event before 21 August 2013.
11.11.3 To (c) Subject only to clause 10(b), nothing contained in clause 10(a) prevents a party at any time from furnishing information:
(i) in accordance with the extent that a Party which is a company listed on rules of any stock exchange is requiredon which the securities of that party are listed;
(ii) to any Government Agency or to the public if required by Applicable Law;
(iii) in connection with obtaining consents or complying with Preferential Rights; or
(iv) if required to procure the consent of the party’s lenders, however in order such instances, the party proposing or required to satisfy its obligations disclose information or 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 statement must advise the other Party party in advance of any such statement or disclosure which they propose or are required to make and must make all necessary commercial efforts to prevent the release of any and all parts of the information not required to be disclosed or released. In addition, nothing contained herein shall prevent a party at least 3 (THREE) Business Days’ advance warning thereof together with drafts or a copy thereofany time from furnishing such information to its professional advisors and financiers upon those persons undertaking to keep confidential any information so disclosed.
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.
Appears in 1 contract
Samples: Agreement to Sell and Purchase
Confidentiality and Public Announcements. 11.11.1 Each (a) No Party undertakes to keep may disclose the provisions contents of this Agreement and or any confidential information obtained from the other Party (together, the “Confidential Information”), confidential and not concerning negotiations leading 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 disclosurethe Transaction, such employees and advisors have undertaken not to disclose the Confidential Information without the prior written consent of the other Parties. Nothing contained in this Agreement shall prevent a Party from disclosing such information:
(i) to any Governmental Authority or to the public, but in either case, only if and to the extent that such disclosure is required under any Applicable Law or any stock exchange rule or policy to which such Party or its Affiliate is subject; provided however, that either Party’s name shall in all circumstances be redacted by the other Party from any disclosure to the public of information relating to this Agreement (including the filing of this Agreement on SEDAR);
(ii) to obtain any required approvals or any consents required under the Title and Operating Documents and any other agreements and documents to which the Assets are subject;
(iii) to obtain the Competition Act Approval;
(iv) if required to obtain the consent to the Transaction by Vendor's lenders or other security holders and, if applicable, to obtain their release of security interests in, or their acknowledgement of "no interest" in, the Assets; or
(v) subject to prior approval as to the content of such documents, information or materials, in an investor presentation, offering memorandum or similar document or materials; provided that, in each such instance, the Party that proposes to make such a disclosure shall advise the other Party of such proposed disclosure and shall use its reasonable efforts to prevent the disclosure of any such information that is not required to be disclosed for the Confidential Informationlisted purposes. This Subclause 11.11(a) shall survive any termination of this Agreement prior to Closing for a period of one year following such termination.
11.11.2 Neither (b) The Parties acknowledge that each of them may make press releases concerning their respective entry into this Agreement after the Parties shallexecution hereof and further press releases after Closing, subject to clause 11.11.3, issue provided that in no circumstances shall any Party disclose the name of any other Party in any such press release or otherwise. The Parties agree that a press release issued by any other public document Party may contain some or make any public statement in each case relating to, connected with or arising out all of the transaction which is financial terms of the subject matter Transaction. Without derogating from the Parties' rights to make public disclosures under Subclause 11.11(a), each of Vendor and Purchaser shall use its reasonable efforts to furnish to the other Party with the proposed content of all press releases concerning this Agreement without obtaining and the Transaction at least 24 hours prior approval of to the release or publication thereof, but in any event prior to the release or publication with reasonably sufficient time for the other Party to the contents thereof review 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 grantedcomment.
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.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Confidentiality and Public Announcements. 11.11.1 (a) Each Party undertakes shall keep strictly confidential all Confidential Information obtained from or about the other Party, and it shall have its officers and employees adhere to such duty.
(b) Each Party agrees (i) to keep and maintain Confidential Information received from the provisions other in strict trust and confidence; (ii) to not disclose Confidential Information of the Disclosing Party to any Third Party without the prior written consent of the Disclosing Party except as is required by mandatory statutes, a court or governmental order or the rules of any stock exchange on which a Party’s shares are listed or are to be listed. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement and any confidential information obtained from reports delivered Agreement Number: 115888 hereunder to its investors, potential investors and shareholders, and actual and potential contracting parties including Affiliates and sub-licensees under and subject to the terms of a non-disclosure agreement no less stringent than the terms of this Article 13, provided that the length of confidentiality obligations shall be based on commercially reasonable industry standards for such disclosures. Furthermore, each Party may use the other Party (together, the “Party's Confidential Information”), confidential Information and not to disclose such Confidential Information to third partiesThird Parties only to the extent required to accomplish the purposes of this Agreement, save including exercising its rights or performing its obligations with or without support of such Third Parties. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but no less than reasonable care) to ensure that the Parties will be entitled to disclose the Confidential Information in terms of law its employees, Affiliates’ employees or to their sublicensee’s employees and advisors on the basis that it will only be disclosed to those parties who need to have knowledge other Third Parties do not disclose or make any unauthorized use of the Confidential Information of the other Party.
(c) In the event that a disclosure of Confidential Information becomes necessary or required under applicable laws or court or governmental orders, and such disclosure is not otherwise permitted under this Agreement, the Receiving Party requested to disclose shall give to the Disclosing Party the greatest practical prior written notice so as to permit the latter to take all possible action to safeguard its rights in order for Confidential Information.
(d) The obligations of the Parties relating to carry out their rights and Confidential Information shall expire five (5) years after termination or expiry of this Agreement, except that obligations in terms of the Parties relating to Confidential Information deemed trade secrets shall survive termination or expiry of this Agreement and prior for an unlimited period of time for as long as they remain trade secrets.
(e) Each Party shall be as careful to such disclosure, such employees and advisors have undertaken not to disclose preserve the confidential nature of the other Party's Confidential Information as it is with its own proprietary information.
(f) Subject to any statutory disclosure requirements and paragraphs (g) and (h) below, neither Party shall make any public announcement concerning the transactions contemplated herein or make any public statement which includes the name of the other Party or any of its Affiliates, or otherwise use the name of the other Party or any of its Affiliates in any public statement or document without the written consent of the Party that disclosed other Party. Notwithstanding the Confidential Information.
11.11.2 Neither of foregoing, the Parties shallwill issue joint or unilateral press releases upon the execution of this Agreement, subject which have been agreed to clause 11.11.3, issue in advance and the Parties shall have the right to repeat any information disclosed in such press releases in any subsequent press release or any other public document disclosure so long as such information remains accurate at the time of such disclosure.
(g) The Parties acknowledge that either or make any public statement in each case relating to, connected with both Parties or arising out of the transaction which is the subject matter their Affiliates may be obligated to file under applicable laws a copy of this Agreement with governmental authorities, including, without obtaining limitation, the prior approval of the other U.S. Securities and Exchange Commission. Each 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 Affiliates shall be entitled to do so make such a required filing, provided that it gives requests confidential treatment of the commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party or its Affiliate intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s timely comments thereon to the extent consistent with the applicable legal requirements, with respect to the filing Party or Affiliate, governing disclosure of material agreements and material information that must be publicly filed.
(h) Each Party acknowledges that the other Party or its Affiliates may be legally required to make public disclosures (including in filings with the governmental authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party and its Affiliates may make such disclosures as required by applicable law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider the other Party’s timely comments thereon to the extent consistent with the applicable legal requirements with respect to the disclosing Party or its Affiliate. Agreement Number: 115888
(i) The Parties acknowledge and agree that LICENSOR shall have the right to disclose publicly (including on its website): (i) the commencement, progress, status, completion and key results of each clinical trial conducted under this Agreement; (ii) the receipt of any Milestone Payments under this Agreement; and (iii) regulatory approval of any Licensed Product. For each such disclosure, unless LICENSOR otherwise has the right to make such disclosure under this Article 13, LICENSOR shall provide LICENSEE with a draft of such disclosure at least 3 seven (THREE7) Business Days’ advance warning thereof together with drafts or a copy thereofdays prior to its intended release for LICENSEE’s review and comment, and shall consider LICENSEE’s comments in good faith. If LICENSOR does not receive comments from LICENSEE within seven (7) days, LICENSOR shall have the right to make such disclosure without further delay.
11.11.4 The obligations Article 2 All other provisions of the Agreement remain in respect of confidentiality in this clause 11 full force and effect and shall not apply be affected by this Amendment Agreement.
Article 3 This Amendment Agreement shall become effective as of the date of the last signature with retroactive effect to statements required the original Effective Date of the License and shall be incorporated into the Agreement.
Article 4 Any capitalized term not herein defined has the meaning given to it in terms of annual financial statements or announcements required by lawthe Agreement.
Appears in 1 contract
Confidentiality and Public Announcements. 11.11.1 Each Party undertakes (1) The Parties shall:
(a) maintain the confidentiality of the Confidential Information and use the Confidential Information only for the purposes provided under the Transaction Documents; and
(b) not disclose Confidential Information to keep any third party, except to employees of the provisions of this Agreement and any confidential information obtained from the other Party (together, the “Confidential Information”), confidential and not Parties who need to disclose know such Confidential Information to third partiesperform their duties related to the purposes of the Transaction Documents.
(2) The Parties acknowledge and agree that other than in relation to the Goldcorp Proprietary Information, save that the Parties will be entitled to disclose the Confidential Information shall not include:
(a) materials that can be proven to have been known by the receiving Party by written records prior to the disclosure thereof by the disclosing Party; or
(b) materials that are or become public knowledge otherwise than through the receiving Party’s breach of this Agreement.
(3) Each Party shall make any of its or its Affiliates’ personnel or all of its agents, contractors, subcontractors and their respective personnel aware of the obligations of confidentiality under this Agreement, and cause such Persons to comply with the confidentiality obligations under this Agreement and shall only disclosure such Confidential Information to such Persons as is required for the purposes of further discharging the Parties’ obligations under the Transaction Documents.
(4) The Parties acknowledge and agree that other than in terms relation to the Goldcorp Proprietary Information, the obligations of law confidentiality described in this Section 8.04 shall not apply to:
(a) the disclosure of Confidential Information to any public or to their employees and advisors on private lender or financing agency or institution, provided that:
(i) the basis that it disclosure will only be disclosed for the purposes of furthering the discharge of the Parties’ obligations under the Transaction Documents;
(ii) the disclosure will only be to those parties who the extent that such Person has a legitimate business need to have knowledge know; and
(iii) the disclosing Party makes such Person aware of the confidential nature of the Confidential Information being disclosed, and the obligations of confidentiality under this Agreement, and cause such Person to comply with the confidentiality obligations under this Agreement; and
(b) the disclosure of Confidential Information to any Governmental Authority or stock exchange on which the common shares of either Party or of their respective Affiliates are listed (or become listed following the Signature Date), to the extent required by Applicable Law or in order response to a legitimate request for such Confidential Information, provided that the Parties Party being required or requested to carry out their rights make such disclosure shall, to the extent permitted by Applicable Law, immediately notify the other Party of such requirement and obligations in the terms of this Agreement and thereof (supported by documentary evidence) prior to such disclosure, and provide the other Party with the opportunity to reach agreement with the relevant Governmental Authority or stock exchange regarding the content and form of such employees disclosure before so disclosing.
(5) No public announcement or press release concerning the sale and advisors have undertaken not to disclose the Confidential Information without the written consent purchase of the Party that disclosed Purchased Assets, the Confidential Information.
11.11.2 Neither Removal or the Transaction Documents shall be made by any of the Parties shallor any of their Affiliates except as may be required by Applicable Law or the rules of any stock exchange on which their or any of their Affiliates’ respective shares are listed (or become listed following the Signature Date). Each of the Parties will consult with each other and obtain the consent from the other Party, subject to clause 11.11.3which consent will not unreasonably be refused, issue before issuing any press release or any other public document or make any public statement in each case relating to, connected with or arising out concerning the sale and purchase of the transaction which Purchased Assets, the Removal or the Transaction Documents. If the other Party from whom such consent is requested has not consented or reasonably refused such request within two Business Days or four days, whichever is the later, such other Party shall be deemed to have consented to the press release or public statement forming 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, such request; provided that the Party from whom such approval consent is requested shall not be unreasonably withheld delay in providing its consent or delayed, provided further that after refusal in circumstances in which the Party requesting such consent is required by Applicable Law to issue such a period news release or other such public statement before the expiry of 3 (THREE) such two Business Days has elapsed following the delivery of such a request, it shall be assumed that approval has been grantedor four days period.
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.
Appears in 1 contract
Confidentiality and Public Announcements. 11.11.1 15.1 Neither party shall make any public or press announcement, press release, communication or statement concerning the Agreement without the other parties' prior written consent, such consent not to be unreasonably withheld or delayed. The parties agree that a breach of this Clause 15 shall constitute a material breach of the Agreement.
15.2 Each Party party undertakes to keep the provisions other party, subject to Clauses 15.3 and 15.4 below, that it will treat as confidential the terms of this the Agreement together with all information it obtains about the other party concerning the business, finances, revenues/prices, technology and affairs of the other party(/ies) generally and each parties’ respective obligations hereunder or otherwise in connection with the Agreement and any confidential information obtained from the other Party regardless of its nature (together, the “Confidential Information”), confidential and will not disclose such information to disclose any person except in accordance with this Clause 15 and will not use such Confidential Information to third parties, save that other than for 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 purposes of the Confidential Information Agreement subject always to any prior specific authorisation in order for writing by 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 relevant party who owns the Confidential Information.
11.11.2 Neither 15.3 Each party will only disclose Confidential Information to those of its employees and officers who: (i) need to know it for the purpose of exercising or performing its rights and obligations under the Agreement; (ii) are informed 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 confidential nature of the transaction which is information divulged; and (iii) agree to act in compliance with the subject matter obligations of confidentiality under this Agreement without obtaining Clause 15. Each party shall remain principally responsible and liable for the prior approval of the other Party to the contents thereof and the manner compliance of its presentation employees 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 officers with this Clause 15. Sky shall be entitled to do so provided it gives share Confidential Information with any member of the other Party at least 3 (THREE) Business Days’ advance warning thereof together with drafts or a copy thereofSky Group.
11.11.4 15.4 Neither party will disclose Confidential Information to any third party (other than to its own employees and officers in accordance with this Clause 15), except for information that: (i) is in the public domain other than by default of the recipient party; (ii) is obtained by the recipient party from a bona fide third party having no apparent restraint on its free right of disposal of such information; (iii) has already been independently generated by the recipient party; (iv) is reasonably passed on to third parties by Sky for the purposes of undertaking credit and risk management; or (v) is required to be disclosed by law or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency provided that the recipient party shall notify the disclosing party promptly of any such potential requirement and (if possible prior to making any such disclosure) use all reasonable endeavours to seek confidential treatment of any such information.
15.5 The obligations in respect provisions of confidentiality in this clause 11 Clause 15 shall not apply to statements required in terms expressly survive the termination, completion or assignment of annual financial statements or announcements required by lawthis Agreement.
Appears in 1 contract
Samples: Sponsorship Agreement
Confidentiality and Public Announcements. 11.11.1 (a) Each Party undertakes agrees to keep hold in strict confidence all information furnished to it, the provisions terms of this Agreement and any confidential information obtained from other matters relating to the other Party transactions contemplated by the Agreement or the discussions among the Parties in relation thereto (togethercollectively, the “Confidential Information”), confidential ) and not to disclose such Confidential Information to third parties, save procure that the Parties will be entitled to disclose the Confidential Information its Affiliates hold 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 strict confidence the Confidential Information.
11.11.2 Neither of . Notwithstanding the Parties shallforegoing, subject to clause 11.11.3Applicable Law, issue a Party (and its Affiliates) may disclose any press release Confidential Information to:
(i) any of its Representatives in connection with the transactions contemplated by this Agreement;
(ii) if a Party is a fund or an Affiliate of a fund, on a confidential basis and strict need-to-know basis to the extent required for the purposes of such Party’s reporting and valuation obligations, or to current or prospective investors in such Party and such Party’s or its Affiliates’ lenders (including any other public document lenders under the Bidco Financing Agreements or make any public statement the Investor Financing Agreements), their Affiliates and their advisors on a confidential and strict need-to-know basis; provided that only Confidential Information of the type customarily given to limited partners of or lenders to (as the case may be) such fund or Affiliate of the fund is disclosed, and in each case relating toshall exclude commercially sensitive information provided only to directors;
(iii) any Affiliate of such Party; and
(iv) in respect of Equitix Holdco, connected Pantheon Ventures (UK) LLP and any of its Affiliates, provided that such entities are direct or indirect shareholders in Equitix Holdco, (the recipients under sub-clauses (i)-(iv) above, collectively, the “Authorised Recipients”); provided that a Party shall be responsible for the compliance of such Authorised Recipients with this Clause 9.1(a) or arising out of such Authorised Recipients shall have entered into a confidentiality undertaking for the transaction which is the subject matter of this Agreement without obtaining the prior approval benefit of the other Party to hold any such information in strict confidence in accordance with this Clause 9.1(a).
(b) Confidential Information shall not include any information that: (i) is or becomes generally available to the contents thereof and the manner public other than as a result of an unauthorised disclosure by such Party; (ii) is or becomes available to a Party or any of its presentation Authorised Recipients on a non-confidential basis from a third party source (other than any other Party, its Affiliates or its Representatives), which source (after reasonable inquiry) is not known by the relevant Party to be bound by a duty of confidentiality to any Party, its Affiliates or its Representatives in respect of such Confidential Information; or (iii) is independently developed by any Party without the benefit of any other Confidential Information. If any Party or any of its Authorised Recipients is required by Applicable Law or regulation or any legal or judicial process to disclose any Confidential Information, such Party shall, unless prohibited from doing so by Applicable Law, promptly notify the other Parties of such requirement so that the other Parties may, in consultation with the disclosing Party to the extent practicable under the circumstances, at their own expense, oppose such requirement or seek a protective order and publicationrequest confidential treatment thereof. If such Party or such Authorised Recipient is nonetheless required to disclose any such Confidential Information, such Party or Authorised Recipient may disclose such portion of such Confidential Information that is legally required to be disclosed without liability hereunder.
(c) A Party may disclose Confidential Information for the purpose of enforcing the terms of this Agreement.
(d) Subject to Applicable Law, no public announcement or press release concerning the business or affairs of the Group or any member thereof or concerning this Agreement or any of its provisions shall be made by any Party (or any Affiliate thereof), without the prior consent of:
(i) Bidco if such public announcement or press release is made prior to Completion, and to the extent such public announcement or press release refers to Equitix Holdco or its Affiliates, Equitix Holdco; and
(ii) the board of AssetCo if such public announcement or press release is made on or following Completion.
(e) This Clause 9.1 shall not prohibit the disclosure of any Confidential Information or the making of any public announcement or press release required to be made by any Applicable Laws; provided that such approval shall not be unreasonably withheld Party (or delayedsuch Affiliate) that is disclosing the Confidential Information or making such announcement shall, provided further that after a period of 3 (THREE) Business Days has elapsed following to the delivery extent practicable, consult with the Company and the Parties concerning the timing and content of such disclosure or announcement before such announcement is made and shall give 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 copy thereof 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 Parties at least 3 (THREE) Business Days’ advance warning thereof together with drafts the same time as, or a copy thereofas soon as reasonably practicable after, the making of such disclosure or announcement.
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.
Appears in 1 contract
Samples: Restructuring Agreement
Confidentiality and Public Announcements. 11.11.1 Each Party undertakes 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 from reports or other material submitted to public authorities, the duty of secrecy shall have the following duration calculated from the time when the data became available to the Contractor: - 2 years for data which are not commercially available, which are owned by the Contractor, and which originate from the Contract Area in question, - 10 years for data, which have been commercially available, from the time when they became available to the Contractor, - 5 years for other data. The provisions of this Agreement 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 confidential information obtained from governmental agency or the rules of a stock exchange on which a Party’s stock is publicly traded in which case the disclosing Party will notify 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 any information so 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;
(d) financial institutions involved in the provision of finance for the Petroleum Operations hereunder provided, in all such employees cases, that the recipients of such data and advisors have undertaken not information agree in writing to disclose the Confidential Information without the written consent of the Party that disclosed the Confidential Information.keep such data and information strictly confidential;
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(e) a third party purchaser, provided that the party receiving such approval shall not be unreasonably withheld or delayed, provided further that after a period of 3 (THREE) Business Days has elapsed following information executes an undertaking similar to 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 undertaking contained in this clause 11 shall not apply Clause 18 to statements required keep the information disclosed to it strictly confidential; and
(f) in terms of annual financial statements or announcements accordance with and as required by lawthe Oil Revenue Law.
Appears in 1 contract
Samples: Production Sharing Contract