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 furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information. (b) Following the Closing, Parent shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they have in relation to the Business, including information acquired pursuant to Section 6.3, and such information shall not be disclosed or used by Parent or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide the Buyer with prompt written notice before such disclosure, sufficient to enable the Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(b) or both. In the event that such protective order or other appropriate remedy is not obtained, Parent shall furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information. (c) The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby shall be issued or made without the prior written approval of both Parent and the Buyer (which approval shall not be unreasonably withheld), except (i) the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed without the prior written approval of the other Party, or (ii) as Parent or its Affiliates reasonably deem necessary according to the rules of the New York Stock Exchange or applicable Law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Esco Technologies Inc)
Confidentiality; Announcements. (a) In addition to, and without limitation of, The Parties acknowledge that the terms, provisions and covenants of the Confidentiality Agreement dated July 19, 2013, between the Buyer shall remain in full force and Parent effect until Closing.
(the “Confidentiality Agreement”), the b) The Buyer acknowledges that, in the course of its investigations of the Business, the Buyer Buyer, its Affiliates and its Representatives their representatives have and will become aware of confidential information and confidential documents relating to the Excluded Assets and other aspects of the BusinessSellers’ respective business (the “Other Confidential Information”), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the BusinessSellers. The Buyer covenants that prior to Closing all information and documents concerning the Business All Other Confidential Information reviewed by the Buyer Buyer, its Affiliates or its Representatives their representatives in connection with this Acquisition Agreement or the transactions contemplated hereby, hereby shall be maintained in confidence kept confidential and shall not (except as required by applicable judicial order, regulation or law, and only after compliance with this Section 6.9(b)), 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 Buyerits representatives without Xxxxxxxxxx’x prior written consent. With respect to information and documents related to the BusinessOther Confidential Information, at Parent’s request in the event that the Closing shall not occur, as soon as practicable following Closing: (xi) the Buyer shall, and shall cause its Representatives to, Affiliates and their respective representatives to either (x) promptly destroy or cause the destruction of all information and documents received from Parent and its Representatives concerning copies of the Business, as the case may be, written or electronic Other Confidential Information (including any copies thereofthereof or extracts therefrom), in the Buyer’s, its Affiliates’ or their respective representatives’ possession and the Buyer shall certify confirm such destruction to Xxxxxxxxxx in writing or (y) promptly deliver to Parent that such destruction has taken place, the disclosing Seller at the Buyer’s own expense all copies of the written and electronic Other Confidential Information; and (yii) the Buyer shall (and shall cause its Affiliates to) keep confidential and shall not use any such information or documents Other Confidential Information unless required to disclose such information or documents pursuant to any Law judicial order, regulation or Order applicable to the Buyerlaw, and only after compliance with this Section 6.9(b). In the event that If the Buyer or any of its Representatives becomes legally compelled Affiliates or representatives is requested pursuant to, or required by applicable law, regulation or legal proceedings to disclose any such information or documents as referred to in this paragraphOther Confidential Information, the Buyer shall, and shall provide Parent with prompt written notice before such disclosurecause its Affiliates to, sufficient to enable Parent either to (i) promptly notify Xxxxxxxxxx in writing so that Xxxxxxxxxx may 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 or, in Xxxxxxxxxx’x sole discretion, waive compliance with the terms of this Section 6.9 in such instance, and (ii) provide reasonable cooperation and assistance to the Sellers in opposing or limiting the compelled or required disclosure. In the event that no such protective order or other remedy is not obtained, or that Xxxxxxxxxx waives compliance with the terms of this Section 6.9 in such instance, the Buyer shall, and shall cause its Affiliates to, furnish only that portion of such information or documents that has been the Other Confidential Information, which the Buyer is advised by counsel is legally compelled, required and shall will exercise its all reasonable best efforts to obtain assurances reliable assurance that confidential treatment will be accorded to such disclosed documents or informationinformation and documents.
(bc) Following the Closing, Parent Xxxxxxxxxx shall maintainkeep, and shall cause its Affiliates to maintainkeep, in confidence confidential any information it or they have in relation to the Businessnon-public, proprietary, confidential information, including any non-public, proprietary, confidential information acquired pursuant to Section 6.3included in any Intellectual Property, know-how, trade secrets, customer lists, details of any Contracts, pricing policies, operational methods, marketing plans or strategies, products development techniques, plans or processes of the Business (“Xxxxxxxxxx Confidential Information”) that they may have and such information shall not (except as required by applicable judicial order, regulation or law, and only after compliance with this Section 6.9(c)) be disclosed or used by Parent Xxxxxxxxxx or its Affiliates without the Buyer’s prior written consent. If Xxxxxxxxxx or any of its Affiliates or representatives is requested pursuant to, unless such information is or required by applicable law, regulation or legal proceedings to disclose any Xxxxxxxxxx Confidential Information, Xxxxxxxxxx shall, and shall cause its Affiliates to, (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide promptly notify the Buyer with prompt written notice before such disclosure, sufficient to enable in writing so that the Buyer either to may seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(b) or both. In the event that such protective order or other appropriate remedy or, in the Buyer’s sole discretion, waive compliance with the terms of this Section 6.9 in such instance, and (ii) provide reasonable cooperation and assistance to the Buyer in opposing or limiting the compelled or required disclosure. In the event that no such protective order or other remedy is not obtained, Parent or that the Buyer waives compliance with the terms of this Section 6.9 in such instance, Xxxxxxxxxx shall, and shall cause its Affiliates to, furnish only that portion of such information or documents that has been the Xxxxxxxxxx Confidential Information, which Xxxxxxxxxx is advised by counsel is legally compelled, required and shall will exercise its all reasonable best efforts to obtain assurances reliable assurance that confidential treatment will be accorded to such disclosed documents or informationinformation and documents.
(cd) The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of this Acquisition Agreement or the transactions contemplated hereby shall be issued or made without the prior written approval of both Parent Xxxxxxxxxx and the Buyer (which approval shall not be unreasonably withheld), except (i) the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed without the prior written approval of the other Party, or (ii) as Parent or its Affiliates reasonably deem necessary according to required by the rules of the New York Stock Exchange any national securities exchange, national securities association or over-the-counter market, foreign or domestic, as applicable, or applicable Law, in which case the Party making such disclosure will first provide to the other Party the text of the proposed disclosure, the reasons such disclosure is required and the time and manner in which the disclosure is intended to be made.
Appears in 1 contract
Samples: Acquisition Agreement (Richardson Electronics LTD/De)
Confidentiality; Announcements. (a) In addition toThe parties agree that, and without limitation of, notwithstanding the terms, provisions and covenants terms of the Confidentiality Agreement, the Confidentiality Agreement dated July 19, 2013, between shall not terminate upon the execution by Buyer and Parent Seller of this Agreement. The parties further agree (i) to be bound by and comply with the “provisions set forth in the Confidentiality Agreement”Agreement (as such provisions are modified by the preceding sentence), which provisions (as so modified) are hereby incorporated herein by reference, and (ii) that the Confidentiality Agreement shall not terminate before, but shall terminate upon, the Closing.
(b) Seller shall, and shall use reasonable best efforts to cause its Affiliates and its and their respective officers, directors, employees, consultants, agents and advisors to, keep confidential, and not use in connection with any Restricted Activity, any and all information in its possession (i) relating to Buyer acknowledges thator its Affiliates that becomes known to Seller as a result of the transactions contemplated by this Agreement, except as otherwise agreed in writing by Buyer or (ii) during the period in which Buyer is required to provide access or information to Seller and its Affiliates pursuant to Section 4.4 and for five (5) years thereafter relating to the Company Group, the Registered Fund, any Non-Registered Fund or any other Client. Notwithstanding the foregoing sentence, Seller shall not be prevented from disclosing any such information in accordance with any requirement of Applicable Law or administrative or regulatory process; provided, that unless legally restricted from doing so, Seller shall first inform Buyer of its intention to disclose such information so that Buyer may seek an appropriate protective order and/or waive compliance with this Section 4.5(b). In the event of a breach of the obligations in this Section 4.5(b) by Seller, in addition to all other remedies, Buyer will be entitled to injunctive relief to enforce the provisions of this Section 4.5(b). Notwithstanding the foregoing, this Section 4.5(b) shall not restrict the use or disclosure of information that (i) becomes generally available to the public, other than by reason of the breach of this Section 4.5(b), or is obtained from a third party and such third party was not known to the recipient to be subject to a confidentiality obligation to the Company Group or (ii) to the extent such information was obtained by Seller or its Affiliates or its or their respective officers, directors, employees, consultants, agents and advisors as a result of the activities of Seller and its Affiliates in the course of ongoing commercial relationships between Seller and its investigations of Affiliates (and/or any client thereof), on the Businessone hand, and the Company Group, the Registered Fund and the Non-Registered Funds, on the other, following the Closing.
(c) During the five (5) year period following the Closing Date, Buyer shall, and shall use reasonable best efforts to cause the Company Group and its Representatives have and will become aware of their respective officers, directors, employees, consultants, agents and advisors to, keep confidential information any 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 in its and documents concerning their possession relating to Seller and Northwestern Mutual and their Affiliates (other than the Business reviewed Company Group) and any clients and customers of Seller and its Affiliates (other than the Company Group), except as otherwise agreed in writing by Seller or Northwestern Mutual (as applicable). Notwithstanding the foregoing sentence, 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 prevented from disclosing any such information is in accordance with any requirement of Applicable Law or administrative or regulatory process; provided, that unless legally restricted from doing so, Buyer shall first inform Seller or Northwestern Mutual (as applicable) of its intention to disclose such information so that Seller or Northwestern Mutual (as applicable) may seek an appropriate protective order and/or waive compliance with this Section 4.5(c). In the event of a breach of the obligations in this Section 4.5(c) by Buyer, in addition to all other remedies, Seller and Northwestern (as applicable) will be entitled to injunctive relief to enforce the provisions of this Section 4.5(c). Notwithstanding the foregoing, this Section 4.5(c) shall not restrict the use or disclosure of information that (i) otherwise publicly becomes generally available without fault to the public, other than by reason of the Buyerbreach of this Section 4.5(c), its Affiliates or Representatives is obtained from a third party and such third party was not known to the recipient to be subject to a confidentiality obligation to Seller or Northwestern Mutual or (ii) required to be disclosed pursuant to any Law or Order applicable to the Buyer. With respect to extent such information was obtained by Buyer or its Affiliates or its or their respective officers, directors, employees, consultants, agents and documents related to advisors as a result of the Business, at Parent’s request activities of Buyer and its Affiliates in the event that course of ongoing commercial relationships between Seller and its Affiliates (and/or any client or customer thereof), on the Closing shall not occurone hand, and the Company Group, the Registered Fund and the Non-Registered Funds, on the other, following the Closing.
(xd) the Seller and Buyer shall, and shall cause its Representatives their respective Affiliates to, promptly destroy all information and documents received from Parent and its Representatives concerning the Business, consult with each other 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 form, substance and timing of 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 furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(b) Following the Closing, Parent shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they have in relation to the Business, including information acquired pursuant to Section 6.3, and such information shall not be disclosed or used by Parent or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide the Buyer with prompt written notice before such disclosure, sufficient to enable the Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(b) or both. In the event that such protective order or other appropriate remedy is not obtained, Parent shall furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(c) The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of disclosure related to this Agreement and the Ancillary Agreements or the transactions contemplated hereby and thereby, and no such press release or other public disclosure shall be issued or made without the prior written approval consent of both Parent and the Buyer (each of parties hereto, which approval consent shall not be unreasonably withheld)withheld or delayed; provided, except (i) however, that any party may make such disclosure to the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed without the prior written approval of the other Party, extent required by Applicable Law or (ii) as Parent or its Affiliates reasonably deem necessary according to the rules of any applicable stock exchange (and, unless prohibited by Applicable Law, such party shall provide prompt written notice to the New York Stock Exchange or applicable Lawother party of any such required disclosure).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Affiliated Managers Group Inc)
Confidentiality; Announcements. (a) In addition to, and without limitation of, to the terms, provisions and covenants of the Confidentiality Agreement dated July 19December 4, 20132014, between the Buyer and Parent Mallinckrodt LLC (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms, the Buyer acknowledges that, in the course of its investigations of the Business, the Buyer and its Representatives representatives have and will become aware of confidential information and documents related to the Business and the other businesses of the BusinessShare Sellers 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 the BusinessBusiness or to the other businesses of the Share Sellers and their Affiliates. The Buyer covenants that prior to Closing or in the event that Closing does not occur, all information and documents concerning the Business reviewed by the Buyer or its Representatives representatives in connection with this Agreement or the transactions contemplated herebyhereby and, shall following either Closing or termination of this Agreement, all such information and documents to the extent related to any of the Excluded Assets or the Excluded Liabilities and any confidential information known to the Buyer (including through any Transferred Employee) with respect to other businesses operated by the Share Sellers or any of their Affiliates, shall, for a period of three (3) years following the Closing Date, be maintained in confidence and shall not be disclosed or used by the Buyer or its Representatives representatives without Parent’s the Share Sellers’ prior written consent, unless the Buyer can demonstrate that such information is (i) is otherwise publicly available without fault of the Buyeravailable, its Affiliates or Representatives or (ii) is required to be disclosed pursuant to judicial order, regulation or Law, (iii) is required to be disclosed by the rules of a securities exchange on which the Buyer may from time to time be listed, or (iv) was already in the possession of the Buyer or its Affiliates prior to or independently of disclosure hereunder without breach of any Law or Order applicable obligation owed to the Buyera third party with respect to such information. With respect to information and documents related to the Business, at Parent’s the Share Sellers’ request in the event that the Closing shall not occur, (x) and, at the Share Sellers’ request at any time with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by the Share Sellers or any of their Affiliates, the Buyer shall, and shall cause its Representatives representatives to, promptly destroy all information and documents received from Parent and its Representatives concerning (as applicable) the Business, the Excluded Assets, the Excluded Liabilities or other businesses operated by the Share Sellers or any of their Affiliates, as the case may be, be (including any copies thereofthereof or extracts therefrom), 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 representatives becomes legally compelled to disclose any such information or documents as referred that are subject to any non-disclosure obligation set forth in this paragraphSection 6.5(a), 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 furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(b) Following the Closing, Parent shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they have in relation to the Business, including information acquired pursuant to Section 6.3, and such information shall not be disclosed or used by Parent or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide the Buyer Share Sellers with prompt written notice before such disclosure, sufficient to enable the Buyer Share Sellers either to seek a protective order, at its their expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance (in whole or in part) with the provisions of this Section 6.4(b) or both6.5. In addition to and in furtherance of the event that such foregoing, the Buyer shall use reasonable efforts, and at the request and expense of the Share Sellers, to cooperate with the Share Sellers in seeking to obtain a protective order or other appropriate remedy is not obtained, Parent shall furnish only that portion of preventing or prohibiting such information disclosure or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances other reliable assurance that confidential treatment will be accorded such information. In the event of any conflict or inconsistency between the provisions of this Agreement and the Confidentiality Agreement, the former shall prevail in all cases.
(b) For a period of three (3) years following the Closing Date, the Share Sellers shall maintain, and shall cause their Affiliates to maintain, in confidence any information 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 documents or informationused by the Share Sellers or their Affiliates without the Buyer’s prior written consent, unless they can demonstrate such information (i) is otherwise publicly available, (ii) is required to be disclosed pursuant to judicial order, regulation or Law, or (iii) is required to be disclosed by the rules of the New York Stock Exchange.
(c) The Parties agree that no press release or other Neither Party nor any of its Affiliates shall make any public statement announcement at any time concerning the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby shall be issued or made without the prior written approval of both Parent and the Buyer (which approval shall not be unreasonably withheld), except (i) the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed herein without the prior written approval of the other Party (which approval shall not unreasonably be withheld) and without giving the other Party a meaningful opportunity (as practicable under the circumstances) to review and comment on any such proposed public announcement. Notwithstanding the immediately preceding sentence, in the event either Party reasonably determines that any such public announcement is required by Law, such Party shall give the other Party advance written notice of, and a meaningful opportunity (as practicable under the circumstances) to review and comment on, the proposed form and substance of any such announcement. The Party whose proposed announcement is the subject of review shall consider carefully and in good faith all comments timely received from the other Party, or (ii) but nothing shall interfere with the right of any Party making any public announcement from making the final determination as Parent or its Affiliates reasonably deem necessary according to the rules form and nature of any public disclosure it feels is legally required. The Parties do plan to issue a press release (either independently or jointly) promptly after the execution of this Agreement, and in that regard each Party has reviewed and commented on the other Party’s proposed press release in a manner consistent with the requirements of this Section 6.5(c).
(d) Each Party acknowledges that any breach by it of the New York Stock Exchange confidentiality obligations set forth in this Section 6.5 may cause the other Party irreparable harm for which compensation by monetary damages would be inadequate and, therefore, the Party that has been harmed by any such breach shall have the right to seek an injunction or applicable Lawdecree for specific performance and injunctive or other equitable relief as a remedy for any such breach and each of the Parties further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the Parties.
Appears in 1 contract
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 dealings and investigations of the Business, the Buyer and its Representatives Affiliates and their respective representatives have and will become aware of confidential information and documents of the BusinessParent, 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 the BusinessParent, Seller and their Affiliates. The Buyer covenants that prior that, following Closing, any confidential information known to Closing all information and documents concerning the Business reviewed by the Buyer (including through any Transferred Employee) or its Representatives in connection Affiliates or their respective representatives with this Agreement respect to other businesses operated by Parent, Seller or the transactions contemplated herebyany of their Affiliates, shall be maintained in confidence and shall not be disclosed or used by the Buyer or its Representatives Affiliates or their respective representatives without Parent’s prior written consent, unless the Buyer can demonstrate that such information is (i) otherwise publicly available without through no fault of the Buyer, Buyer or its Affiliates or Representatives or (ii) required to be disclosed pursuant to any Law or Order applicable to the Buyertheir 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, (xA) the Buyer shall, and shall cause its Representatives Affiliates and their respective representatives to, promptly destroy all information and documents received from Parent and its Representatives concerning the BusinessBusiness or other businesses operated by Parent, Seller or any of their Affiliates, as the case may be, be (including any copies thereofthereof or extracts therefrom), and the (B) Buyer shall certify in writing to Parent that such destruction has taken place, (and (yshall cause its Affiliates and their respective representatives to) the Buyer shall 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 Law or Order applicable to the Buyer. In the event that the Buyer of its Affiliates, or any of its Representatives their respective representatives becomes legally compelled to disclose any such (by oral questions, interrogatories, requests for information or documents as referred documents, subpoena, civil or criminal investigative demands, or similar process) or is required by a regulatory body to in make any disclosure that is prohibited by this paragraphSection 6.3, the Buyer shall will provide Parent with prompt written notice before (to the extent such disclosure, sufficient to enable notice is not prohibited by law) of such requirement so that Parent either to may seek a protective order, (at its Parent’s sole cost and expense, or other ) an appropriate remedy preventing or prohibiting such disclosure (and the Buyer shall cooperate with Parent in seeking any such protective order or other appropriate remedy) . Subject to the foregoing, Buyer, such Affiliate, or to waive compliance with the provisions of this Section 6.4(a) or both. In the event such representative, as applicable, may furnish that such protective order or other appropriate remedy is not obtained, the Buyer shall furnish portion (and only that portion portion) of such information that Buyer, such Affiliate, or documents that has been such representative, as applicable, is legally compelled, and shall exercise its reasonable best efforts compelled or is otherwise required to obtain assurances that confidential treatment will be accorded to such disclosed documents or informationdisclose.
(b) Following the Closing, Parent shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they have in relation to the Business, including information acquired pursuant to Section 6.3, and such information shall not be disclosed or used by Parent or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide the Buyer with prompt written notice before such disclosure, sufficient to enable the Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(b) or both. In the event that such protective order or other appropriate remedy is not obtained, Parent shall furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(c) The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby hereby, SL01DOCS\6494934 or the Purchase Price, the Closing Payment or the terms hereunder, shall be issued or made without the prior written approval of both Parent and the Buyer (which approval shall not be unreasonably withheld), except (i) the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed without the prior written approval of the other Party, or (ii) as Parent or its Affiliates reasonably deem necessary according to required by the rules of the New York Stock Exchange any national securities exchange, national securities association or over-the-counter market, foreign or domestic, as applicable, or applicable Lawlaw or regulation. The Parties agree that any press release to be made in respect of the transactions contemplated by this Agreement shall be in the form agreed to by Parent and Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cvent Inc)
Confidentiality; Announcements. (a) In addition to, and without limitation of, The Parties acknowledge that the terms, provisions and covenants of the Confidentiality Agreement dated July 19, 2013, between the Buyer shall remain in full force and Parent effect until Closing.
(the “Confidentiality Agreement”), the b) Buyer acknowledges that, in the course of its investigations of the ICS Business, the Buyer Buyer, its Affiliates and its Representatives their representatives have and will become aware of confidential information and confidential documents relating to the Excluded Assets and other aspects of Seller’s business (the Business“Other Confidential Information”), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the BusinessSeller. The Buyer covenants that prior to Closing all information and documents concerning the Business All Other Confidential Information reviewed by the Buyer Buyer, its Affiliates or its Representatives their representatives in connection with this Acquisition Agreement or the transactions contemplated hereby, hereby shall be maintained in confidence kept confidential and shall not (except as required by applicable judicial order, regulation or law, and only after compliance with this Section 6.8(b)), 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 its representatives without Seller’s prior written consent; provided, however, that the term “Other Confidential Information” does not include information that would otherwise constitute Other Confidential Information that (i) is or becomes generally known to the public other than as a result of a breach of this Acquisition Agreement by Buyer or any of its Representatives or (ii) required to be disclosed pursuant to any Law is or Order applicable becomes known by Buyer from a source (other than Seller or its Representatives) that is not, to the knowledge of Buyer, any of its Representatives, any of its Subsidiaries or any of its Subsidiaries’ Representatives, prohibited from disclosing such information to Buyer or any of its Subsidiaries or any of their respective Representatives by a contractual, fiduciary or other obligation to Seller (provided that, for avoidance of doubt, Buyer and its Subsidiaries will inquire from any such source whether it is prohibited from disclosing to Buyer or any of its Subsidiaries information that would otherwise constitute Other Confidential Information by a contractual, fiduciary or other obligation to Seller). With respect to information and documents related to the BusinessOther Confidential Information, at Parent’s request in the event that the Closing shall not occur, as soon as practicable following Closing: (xi) the Buyer shall, and shall cause its Representatives to, Affiliates and their respective representatives to either (x) promptly destroy or cause the destruction of all information and documents received from Parent and its Representatives concerning copies of the Business, as the case may be, written or electronic Other Confidential Information (including any copies thereofthereof or extracts therefrom), in Buyer’s, its Affiliates’ or their respective representatives’ possession and the Buyer shall certify confirm such destruction to Seller in writing to Parent that such destruction has taken place, and or (y) promptly deliver to the disclosing Seller at Buyer’s own expense all copies of the written and electronic Other Confidential Information; and (ii) Buyer shall (and shall cause its Affiliates to) keep confidential and shall not use any such information or documents Other Confidential Information 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 judicial order, at its expenseregulation or law, 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 only after 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 furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(b) Following the Closing, Parent shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they have in relation to the Business, including information acquired pursuant to Section 6.3, and such information shall not be disclosed or used by Parent or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available through no breach by Parent or its Affiliates of this Section 6.4(b) or (ii) required to be disclosed pursuant to any Law or Order applicable to Parent or its Affiliates, in which event Parent shall provide the Buyer with prompt written notice before such disclosure, sufficient to enable the Buyer either to seek a protective order, at its expense, or other appropriate remedy preventing or prohibiting such disclosure (and Parent shall reasonably cooperate with the Buyer, at the Buyer’s expense, in seeking any such protective order or other appropriate remedy) or to waive compliance with the provisions of this Section 6.4(b) or both. In the event that such protective order or other appropriate remedy is not obtained, Parent shall furnish only that portion of such information or documents that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded to such disclosed documents or information.
(c) The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of this Agreement or the transactions contemplated hereby shall be issued or made without the prior written approval of both Parent and the Buyer (which approval shall not be unreasonably withheld), except (i) the following details regarding the transaction: (A) identity of the Parties, (B) the Purchase Price and (C) the date of the Closing may be disclosed without the prior written approval of the other Party, or (ii) as Parent or its Affiliates reasonably deem necessary according to the rules of the New York Stock Exchange or applicable Law.6.8
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