Confidentiality; Announcement Sample Clauses
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Confidentiality; Announcement. [Note: There is a non-disclosure agreement that the parties signed in addition to this paragraph and the confidentiality agreement contained in the letter of intent. I think we should have one controlling document. Let’s discuss.] The parties agree that the terms of this Agreement are confidential and shall not, except to the extent required by Applicable Law, be intentionally released to other parties (other than the each party’s attorneys, consultants, partners, accountants, lenders and advisors) prior to the Closing without the approval of both Buyer and Seller. Except to the extent required by Applicable Law, the parties further agree that there shall be no public announcement of the proposed transaction unless agreed to in writing by Buyer and Seller.
Confidentiality; Announcement. (a) Each of the Parties hereby agrees, and agrees to cause its controlled Affiliates and its and its Affiliates’ respective Representatives, to keep confidential the financial terms of this Agreement, the Confidentiality Agreement and the Ancillary Agreements; provided, however, that no party shall be liable hereunder with respect to any disclosure (i) to the extent such disclosure is required pursuant to applicable Law (provided, that the party proposing to make such disclosure in compliance with any such disclosure obligations shall use commercially reasonable efforts to preserve the confidentiality of the information disclosed, including, without limitation, by cooperating with the other parties hereto to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the non-public information required to be disclosed), or (ii) to such party’s Subsidiaries and Affiliates and its and its Subsidiaries’ and Affiliates’ investors, prospective investors and Representatives (provided, that such parties are advised of the confidential nature of such information and solely with respect to investors or prospective investors, are subject to customary confidentiality agreements with respect to such information. Notwithstanding any of the foregoing, the Parties agree that they will not file the schedules hereto as part of any required filing of this Agreement under applicable Law.
(b) Except for any notice which is required pursuant to applicable Law (provided, that the party proposing to issue any press release or similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable efforts to consult in good faith with the other party before doing so), each of the Parties hereby agrees, and each of the Parties hereby agrees to cause its Affiliates and its and its Affiliates’ respective Representatives, not to issue (x) an initial press release announcing the Transactions without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed, or (y) any subsequent press release or any other public statement with respect to the Transactions without the other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
(c) If any Party is required to include this Agreement as an exhibit to a filing under the Securities Exchange Act of 1934, as amended, it is int...
Confidentiality; Announcement. (a) The existence, purpose and content of this Agreement are confidential. Consequently, each Party undertakes not to disclose to a third party any information relating to the Acquisition, the terms and conditions of this Agreement or the transactions contemplated hereby and each Party shall take all appropriate actions to keep such information confidential. Such obligations shall remain in force during a period of two (2) years from the date of the Agreement.
(b) Pending Closing, the Buyer agrees that it shall not disclose to any Third Party, any information relating to any Group Company, except:
(i) as required for the purpose of fulfilling the condition precedent set forth in Clause 4.1 (Conditions precedent);
(ii) to the extent strictly necessary to allow the Buyer to comply with any disclosure requirement imposed by applicable Laws, rules of securities exchanges or by internal rules, in particular relating to the disclosure of information to its labor representatives or committees or to the limited partners or investors of its shareholders; or
(iii) with the express prior written approval of the Sellers’ Agent.
(c) Pending Closing, and for a period of two (2) years from the date of this Agreement, no publicity, public announcement, press release, or disclosure regarding this Agreement or the transactions contemplated herein shall be made without the prior written consent of the Buyer and the Sellers’ Agent on the time, form and content of such public announcement, release or disclosure, which consent shall not be unreasonably withheld or delayed.
(d) The Confidentiality Agreement shall remain in full force and effect and terminate on the Closing Date, provided that should the Closing not take place, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.
Confidentiality; Announcement. 10.1 The existence and contents of this Offer Letter (including its Annexes), the matters contemplated hereby and all discussions and documents exchanged during the Exclusivity Period are to be treated in the strictest confidence and, except as may be required by applicable Law or as may be advisable or necessary to complete the Acquisition, shall not be disclosed to any person whatsoever without the prior written consent of the parties hereto.
Confidentiality; Announcement