Confidentiality; Announcements Sample Clauses
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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) 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 E-ASP may in its absolute discretion disclose the terms of this Agreement to the relevant Client Partners.
(c) E-ASP 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) E-ASP 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. 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) 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...
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. 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 ▇.▇. ▇▇▇▇▇ Holding Corporation (or the shareholders of ▇.▇. ▇▇▇▇▇ 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. 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. 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. (a) The Company and Purchaser shall not use or disclose to others, or permit the use or disclosure of, any and all existing and hereafter obtained non-public information furnished by each to the other (including confidential information transmitted by each to its managers, officers, directors, representatives, accountants, counsel, advisors or bankers) except as required by law or to the extent that any such information may become generally available to the public other than through the actions of the parties or any other person under a duty of confidentiality. The parties may, as reasonably necessary, disclose the terms of the Agreement herein for purposes of due diligence relating to acquisition transactions and financings.
(b) Neither party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other party; provided, however, that after the Closing the parties may (i) make appropriate announcements to customers, and (ii) make a public announcement to the effect that the transaction has occurred (without any financial information), each after consultation with the other party; and provided further that either party may make any public disclosure it believes in good faith is required by applicable law.
Confidentiality; Announcements. (a) Buyer acknowledges that, in the course of its dealings and investigations of the Business, Buyer and its Affiliates and their respective representatives have and will become aware of confidential information and documents of Parent, Seller and their Affiliates, and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to Parent, Seller and their Affiliates. Buyer covenants that, following Closing, any confidential information known to Buyer (including through any Transferred Employee) or its Affiliates or their respective representatives with respect to other businesses operated by Parent, Seller or any of their Affiliates, shall be maintained in confidence and shall not be disclosed or used by Buyer or its Affiliates or their respective representatives without Parent’s prior written consent, unless Buyer can demonstrate that such information is otherwise publicly available through no fault of Buyer or its Affiliates or their respective representatives. With respect to information and documents related to the Business, at Parent’s request in the event that the Closing shall not occur, and, with respect to information and documents related to the other businesses operated by Parent, Seller or any of their Affiliates, as soon as practicable following Closing, (A) Buyer shall, and shall cause its Affiliates and their respective representatives to, promptly destroy all information and documents concerning the Business or other businesses operated by Parent, Seller or any of their Affiliates, as the case may be (including any copies thereof or extracts therefrom), and (B) Buyer shall (and shall cause its Affiliates and their respective representatives to) keep confidential and shall not use any such information or documents unless required to disclose such information or documents pursuant to judicial order, regulation or law. If Buyer, any of its Affiliates, or any of their respective representatives becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demands, or similar process) or is required by a regulatory body to make any disclosure that is prohibited by this Section 6.3, Buyer will provide Parent with prompt notice (to the extent such notice is not prohibited by law) of such requirement so that Parent may seek (at Parent’s sole cost and expense) an appropriate protective order o...