Confidentiality; Announcements. (a) Each Party agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in thi...
Confidentiality; Announcements. (a) In addition to, and without limitation of, the terms, provisions and covenants of the Confidentiality Agreement dated July 19, 2013, between the Buyer and Parent (the “Confidentiality Agreement”), the Buyer acknowledges that, in the course of its investigations of the Business, the Buyer and its Representatives have and will become aware of confidential information and documents of the Business, and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the Business. The Buyer covenants that prior to Closing all information and documents concerning the Business reviewed by the Buyer or its Representatives in connection with this Agreement or the transactions contemplated hereby, shall be maintained in confidence and shall not be disclosed or used by the Buyer or its Representatives without Parent’s prior written consent, unless the Buyer can demonstrate that such information is (i) otherwise publicly available without fault of the Buyer, its Affiliates or Representatives or (ii) required to be disclosed pursuant to any Law or Order applicable to the Buyer. With respect to information and documents related to the Business, at Parent’s request in the event that the Closing shall not occur, (x) the Buyer shall, and shall cause its Representatives to, promptly destroy all information and documents received from Parent and its Representatives concerning the Business, as the case may be, (including any copies thereof), and the Buyer shall certify in writing to Parent that such destruction has taken place, and (y) the Buyer shall keep confidential and shall not use any such information or documents unless required to disclose such information or documents pursuant to any Law or Order applicable to the Buyer. In the event that the Buyer or any of its Representatives becomes legally compelled to disclose any such information or documents as referred to in this paragraph, the Buyer shall provide Parent with prompt written notice before such disclosure, sufficient to enable Parent either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and the Buyer shall cooperate with Parent in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(a) or both. In the event that such protective order or other appropriate remedy is not obtained, the Buyer shall ...
Confidentiality; Announcements. 5.14.1. That certain confidentiality agreement dated November 9, 2009, between IESI-BFC and WSI and others regarding the confidentiality obligations of each party thereto (the “Confidentiality Agreement”) is hereby ratified and confirmed by the Parties, as applicable, and shall continue in full force and effect until the Closing Date, when it shall terminate.
5.14.2. From and after the date hereof, WSI shall not (and shall cause the WSI Entities not to) and IESI-BFC shall not (and shall cause the IESI-BFC Entities not to) issue or permit to be issued any media, newspaper, wire service, trade journal or any other public statement, or otherwise disclose or permit to be disclosed any information (except to such Person’s Representatives, or in connection with the financing or proposed financing of the Transactions), in each case concerning the Transactions, without the approval of IESI-BFC (in the case of WSI and the WSI Entities) or WSI (in the case of IESI-BFC and the IESI-BFC Entities), except as otherwise provided herein or as may be required by applicable Law or stock exchange requirements, in which case the issuing party shall, where practicable, provide IESI-BFC or WSI, as applicable, in writing, no less than one (1) Business Day prior to such proposed statement, the content of the proposed statement and an opportunity to comment on the statement.
Confidentiality; Announcements. (a) Each party to this Agreement shall only use the Confidential Information disclosed to it by the other for the purposes of this Agreement and shall not disclose to any third party any Confidential Information disclosed to it by the other; and
(b) Observe strict confidentiality as to the terms of this Agreement except that CSP or MBP may in its absolute discretion disclose the terms of this Agreement to the relevant Client Partners.
(c) MBP and CSP shall neither make nor issue, nor cause to be made nor issued, any announcement and/or any information or statement concerning the subject matter of this Agreement, nor any matter referred to in this Agreement without the other party's prior written consent save that no consent shall be required if an announcement is required to be made pursuant by law or to the rules of any Regulatory Authority or of any stock exchange on which the shares of either party are or are to be listed, provided that the parties shall use reasonable care to agree the wording of any such announcement with the other party in advance.
(d) MBP and CSP may refer to the existence of this Agreement (but not its contents which must be kept confidential in discussions with any other person relating to or promoting the Programs. In addition, each party may disclose information to its shareholders provided that such disclosure is made pursuant to confidentiality obligations equivalent to those in this Agreement.
Confidentiality; Announcements. (a) Following the Closing, the YTB Parties shall, and shall cause their Affiliates to, maintain in confidence any information it or they may have in relation to the Business, other than with respect to the Excluded Assets and the Excluded Liabilities, and such information shall not be disclosed or used by the YTB Parties or their Affiliates without Purchaser’s prior written consent, unless such information is (i) otherwise publicly available (except as a result of a breach hereof by the YTB Parties or their affiliates), (ii) required to be disclosed pursuant to judicial order, regulation or Law or (iii) required to be disclosed by the rules of any applicable securities exchange or quotation system. In the event that the YTB Parties or any of their Affiliates or representatives become legally compelled to disclose any such information or documents as referred to in this paragraph, YTB shall, to the extent reasonably practicable, provide Purchaser with prompt written notice before such disclosure, sufficient to enable Purchaser either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section 7.3. Except as required by Law, neither Purchaser nor any of its Affiliates will make any public announcement of the transactions contemplated hereby prior to the Closing Date without the prior written consent of YTB. Further, the Parties shall make the first public announcement that the transactions contemplated hereby have closed as mutually agreed and, thereafter, may make such public disclosures concerning the transactions contemplated hereby as they deem appropriate.
(b) Following the Closing and until the expiration of the Option Agreement, Purchaser shall, and shall cause its Affiliates to, maintain in confidence any information it or they may have in relation to the YTB Parties’ business, and such information shall not be disclosed or used by Purchaser or its Affiliates without YTB Parties’ prior written consent, unless such information is (i) otherwise publicly available (except as a result of a breach hereof by the YTB Parties or their affiliates), (ii) required to be disclosed pursuant to judicial order, regulation or Law (iii) required to be disclosed by the rules of any applicable securities exchange or quotation system, (iv) required to be disclosed in the conduct of the Business in the Ordinary Course; or (v) disclosed to a potential strategic...
Confidentiality; Announcements. 11.1 Subject to clause 11.2, neither party may:
11.1.1 disclose the existence or contents of this Agreement to any other person; or
11.1.2 make or issue a public announcement, communication or circular concerning this Agreement or any of the arrangements referred to in it, unless it has first obtained the other party’s written consent.
11.2 Clause 11.1 does not apply to:
11.2.1 a disclosure by a party to any of its (or its Group Companies’) directors, officers or employees who need to know the relevant information in order to discharge their duties;
11.2.2 a disclosure by MDLZ to JDE (or the shareholder of JDE at the Effective Date);
11.2.3 a disclosure by KFG to X.X. Xxxxx Holding Corporation (or the shareholders of X.X. Xxxxx Holding Corporation at the Effective Date);
11.2.4 a disclosure by MDLZ of the relevant provisions of this Agreement to any potential transferee of its cream cheese business or processed cheese business or natural cheese business (or any part of such businesses); and
11.2.5 a public announcement, communication or circular required by law, by a rule of a listing authority on which either party’s shares are listed, a stock exchange on which either party’s shares are listed or traded or by a governmental authority or other authority with relevant powers to which either party is subject or submits, whether or not the requirement has the force of law, provided that the public announcement, communication or circular shall so far as is practicable be made after consultation with the other party and after taking into account the reasonable requirements of the other party as to its timing, content and manner of making or despatch.
11.3 A party shall ensure that each person to whom information is disclosed by it in accordance with clauses 11.2.1 to 11.2.4 complies with the provisions of this clause 11 as if it were a party to this Agreement, and such party shall be responsible for any breach of such provisions by any such person.
Confidentiality; Announcements. 23.1 Each of the Parties agrees to keep secret and strictly confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of (except for the purposes of the Company’s and/or its subsidiaries business) any confidential information relating to the Company and/or its subsidiaries including but not limited to intellectual property (whether owned or licensed by the Company and/or its subsidiaries), lists of customers, reports, notes, memoranda and all other documentary records pertaining to the Company and/or its subsidiaries, or its/their business affairs, finances, suppliers, customers or contractual or other arrangements but excluding any information which is in the public domain or which they are required to disclose by law or by the rules of any regulatory body to which the relevant Party is subject.
23.2 Notwithstanding the previous sub-clause, the Company and the Investor shall have the right to (i) make such announcements in connection with the participation of the Investor in the Company as is customary for such Party to make, for example through press releases or tombstone advertisements in newspapers, provided however that information made public reveals nothing more than (a) the name of the Investor (b) total invested amount, and (ii) use, disclose or divulge any such information to its (supervisory) board members, members of their investment committee or similar committees, other financial investors and financial institutions in their capacity as lenders to the Company.
Confidentiality; Announcements. Seller and Purchaser shall issue mutually agreed press releases after the Signing Date. None of the Parties shall before such release is issued issue any press releases, or otherwise make any public statements or any statements to the Business employees or to third parties (other than each Parties’ advisors) with respect to this Agreement without the prior written approval of the other Party. This provision shall not hinder a party to comply with any statutory or stock market related disclosure obligations. If a Party has to make such disclosure it shall – if possible – notify the other Party prior to such disclosure.
Confidentiality; Announcements. Seller shall not disclose the terms of this Purchase Agreement or any Person without the prior written consent of Purchaser except as required by Applicable Law. Purchaser and Seller will consult with each other regarding press releases or other public announcements related to this Purchase Agreement and the transactions contemplated hereby, and neither Purchaser nor Seller shall issue any such press release or public announcement without the prior written consent of the other, except as otherwise required by Applicable Law. Notwithstanding the foregoing, no consent of Seller shall be required for Purchaser to disclose the terms of this Purchase Agreement and the transactions contemplated hereby, to any present or prospective investors in Purchaser or its present or future affiliates.
Confidentiality; Announcements. (a) Following Closing, Seller shall maintain, and shall cause its Affiliates to maintain, in confidence any information in its or their possession related to the Business, the Purchased Assets and the Assumed Liabilities, and such information shall not be disclosed or used by Seller or its Affiliates with Buyer’s prior written consent, except in connection with this Agreement and unless such information is: (i) otherwise publicly available; or (ii) if advised by counsel that such information required to be disclosed applicable law or by order of a court of competent jurisdiction, by rule or regulation of any governmental agency or by any listing agreement with, or rule or regulation of, any stock exchange upon which securities of such Party are registered.
(b) No written or oral public announcement or disclosure may be made by either Party with regard to this Agreement, the Specified Agreements or the transactions contemplated hereby or thereby without the prior consent of the other Party; provided, that either Party may make (a) such announcement or disclosure (i) with respect to operational matters related to the Parties under the Agency Agreement in response to inquiries by customers and vendors in the ordinary course of business (but not with respect to the substantive rights between the Parties under the Agency Agreement or any other agreement between the Parties) (“Operational Matters”); or (ii) if advised by counsel that such Party is required to do so by applicable law or by order of a court of competent jurisdiction, by rule or regulation of any governmental agency or by any listing agreement with, or rule or regulation of, any stock exchange upon which securities of such Party are registered; (b) any written public announcement or disclosure, if the other Party has previously consented to any announcement or disclosure that is the same (other than immaterial, non-substantive deviations) to such announcement or disclosure; or (c) any oral public announcement or disclosure, if the other Party has previously consented to any announcement or disclosure that is substantially similar to such announcement or disclosure. Notwithstanding the foregoing and except with respect to Operational Matters, each Party shall, (i) provide to the other Party reasonable advanced notice, and a draft copy or summary, of any written or oral public announcements or disclosures (regardless of whether or not such announcement or disclosure is required, as described in the p...
