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.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets (Tidewater Inc)
Confidentiality and Public Announcements. 15.1 Each Party Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented to by the other party in advance, each of the parties to this Agreement shall, and shall cause its respective officers, directors, shareholders, employees, affiliates, accountants, counsel and other authorized representatives to, keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any information obtained from the other party hereto in connection with the transactions contemplated hereby to any person except to the extent (i) required to comply with the terms of this Agreement; (ii) reasonably necessary to enable Buyer to conduct its due diligence as contemplated herein; (iii) the disclosing party can establish that such information has become publicly available other than as a result of a breach of this Agreement and any documents and transactions contemplated by, or any information obtained under, this Agreement other agreement between the parties hereto; (collectively referred to as the “Information”), and shall not disclose the Information to any person except:
(aiv) 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 in any judicial or administrative proceedings, pursuant to any court order or decree or 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 any governmental or regulatory authority, provided, however, that the stock exchange or Governmental Body to which that Party is subject, party required to make an announcement, such disclosure or press release, provided that shall give the other party notice of such Party request as promptly as practicable and shall use its good faith efforts to obtain reasonable endeavours assurance that confidential treatment will be accorded to consult with such information. Notwithstanding the other Party regarding foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the content thereof prior to releaseregulations of the Securities and Exchange Commission.
15.3 The provisions of this Clause 15 shall be without prejudice to the terms of any confidentiality agreement entered into by the Parties.
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Restaurant Group Inc)
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) Alliant shall obtain the written consent of the Seller Parties, and the Seller Parties shall obtain the written consent of Alliant, before issuing, or permitting any of their respective representatives to issue, any press release or making any other public disclosure or announcement concerning the transactions contemplated hereby or the terms and conditions hereof or thereof, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that any Party may make any public disclosure that is required by applicable Law (in which case the disclosing Party will use its commercially reasonable efforts to advise the other Parties before making the disclosure), including, without limitation, any such disclosure that may be required by the rules and its Affiliates’ directorsregulations promulgated pursuant to the Exchange Act, officers, employees, consultants and advisers having a need to use that Information; orby the Parent.
(b) in circumstances where disclosure is Except as may be required pursuant to by applicable Law (including any applicable law investigation by a Governmental Authority or court order, other legal process) or to any Governmental Body, or as may be required by the rules and regulations promulgated pursuant to the rules of any relevant stock exchangeExchange Act, any request of a tax authority or other regulatory body; or
(c) to the extent such disclosure is necessary to obtain any consent as otherwise permitted or approval contemplated by expressly described in this Agreement.
15.2 Except , no Party or its respective Affiliates and representatives shall disclose to any third party (other than such Party’s legal counsel, accountants and other professional advisors) the existence of this Agreement or the subject matter or terms hereof without the prior consent of Alliant (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 case 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 disclosure by the stock exchange Seller Parties or Governmental Body to which that Party is subject, to make an announcement, their respective Affiliates or representatives) or Seller (in the case of disclosure by Alliant or press release, provided that such Party shall use its reasonable endeavours to consult with the other Party regarding the content thereof prior to releaseAffiliates or representatives).
15.3 The provisions of this Clause 15 shall be without prejudice to the terms of any confidentiality agreement entered into by the Parties.
Appears in 1 contract
Samples: Securities Purchase Agreement (South Plains Financial, Inc.)
Confidentiality and Public Announcements. 15.1 Each Party Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated hereby will be issued, if at all, at such time and in such manner as Seller and Buyer mutually agree upon. Unless consented to by the other party in advance, each of the parties to this Agreement shall, and shall cause its respective officers, directors, shareholders, members, managers, employees, partners, affiliates, accountants, counsel, and other authorized representatives to keep this Agreement strictly confidential and shall not make any disclosure of the contents of this Agreement or any information obtained from the other parties hereto in connection with the transactions contemplated hereby to any person except to the extent (a) required to comply with 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 InformationAgreement; or
(b) in circumstances where reasonably necessary to enable Buyer to obtain the financing contemplated herein or to conduct its due diligence as contemplated herein; (c) the disclosing party can establish that such information has become publicly available other than as a result of a breach of this Agreement or any other agreement between the parties hereto; (d) disclosure is required in any judicial or administrative proceedings, pursuant to any court order or decree or 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 any governmental or Governmental Body to which that Party is subject, to make an announcement, disclosure or press releaseregulatory authority, provided that the party required to make such Party disclosure shall give the other party notice of such request as promptly as practicable and shall use its good faith efforts to obtain reasonable endeavours assurance that confidential treatment will be accorded to consult with such information. Notwithstanding the other Party regarding foregoing, however, Seller may make any public disclosure that it believes in its good faith to be required by applicable law or the content thereof prior to releaseregulations of the Securities and Exchange Commission or the American Stock Exchange.
15.3 The provisions of this Clause 15 shall be without prejudice to the terms of any confidentiality agreement entered into by the Parties.
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Restaurant Group Inc)
Confidentiality and Public Announcements. 15.1 Each Until Closing has occurred, each Party shall keep confidential the terms of this Agreement and any documents and transactions contemplated by, or any all information obtained under, this Agreement (collectively referred to as from the “Information”), other Party in connection with the Assets and shall not disclose the Information to release 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 information concerning this Agreement and shall only do so with the transactions herein provided for, without the prior approval written consent of the Sellers or the Buyers, as applicableother Party, which approval may consent shall not be unreasonably withheld. The Sellers and the Buyers Nothing contained herein 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 prevent a Party is at any time from furnishing information (i) to any governmental agency or regulatory authority or to the public if required by applicable 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 the Parties shall advise each other in advance of any public statement which they propose to make, (ii) in connection with obtaining consents or complying with preferential, pre-emptive or first purchase rights contained in Title Documents and any other agreements and documents to which the Assets are subject, or (iii) to procure the consent of Vendor’s lenders. Neither Party shall use its reasonable endeavours to consult with will make any press release or other public announcement respecting this Agreement without the written consent of the other Party regarding the content thereof prior Party, such consent not to release.
15.3 The provisions of this Clause 15 shall be without prejudice unreasonably withheld, except to the terms extent to which the Party desiring to make the press release or other public announcement is advised by its counsel that the release or announcement is required to comply with any applicable regulations or the rules of any confidentiality agreement entered into by listing authority or stock exchange with which the Partiesdisclosing Party is bound to comply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lone Pine Resources Inc.)