Confidentiality Disclosures. Neither Seller, Purchaser nor any of their Affiliates shall make any written or other public disclosures regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law, any regulatory authority or under the applicable rules and regulations of a stock exchange or market on which the securities of the disclosing Party or any of its affiliates are listed. Neither Party will make any public announcement, press release or similar statement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law, any regulatory authority or under the applicable rules and regulations of a stock exchange or market on which the securities of the disclosing Party or any of its Affiliates are listed.
Confidentiality Disclosures. This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement to any other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents and advisors) or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding this Agreement or the transactions contemplated by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory authority, regulatory authority or other Governmental Authority having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case, the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment community.
Confidentiality Disclosures. Neither Seller, Purchaser nor any of their Affiliates shall make any written or other public disclosures regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law, any regulatory authority or under the applicable rules and regulations of a stock exchange or market on which the securities of the disclosing Party or any of its affiliates are listed.
Confidentiality Disclosures. 7.1 The Parties agree that their due diligence activities under Article 4, negotiation and execution of this Agreement and completion of the Closing as described herein may involve the exchange of oral or written information between the Parties that is deemed confidential and proprietary by the disclosing Party ("confidential information"), including (for example) written materials that are clearly marked as confidential. Any Party who receives such confidential information will refrain from disclosing it to any third party without the advance written consent of the Party who disclosed such information; PROVIDED, that each Party may share such information with its professional advisors (upon written agreement by such advisors, in form reasonably acceptable to the other Party, to comply with the provisions of this Article).
7.2 Each Party that receives confidential information will use it for the sole purpose of pursuing the due diligence activities, negotiation and execution of Agreements, and completion of the Closing and the Transaction as described herein.
7.3 Each Party will also cause its employees, agents, representatives and professional advisors to comply with the provisions of this Article.
7.4 Upon the earlier of (a) termination of this Agreement, or (b) the Closing, each Party shall destroy or return to the other Party all documents or tangible materials containing confidential information of the other Party which is covered by this Article, and shall retain no copies thereof.
7.5 In its discretion, a disclosing Party may elect to disclose certain information under this Article by allowing the receiving Party to review such information in a secure location on the disclosing Party's premises. The receiving Party may make notes regarding such information, but shall not make or retain any copies thereof.
7.6 If disclosure of any confidential information obtained by a receiving Party is sought by any governmental authority, then such receiving Party shall promptly notify the disclosing Party, and shall use its best efforts to cooperate fully with the disclosing party's pursuit of any or all available legal remedies that may be selected by the disclosing Party to maintain the confidentiality of the information, prior to any disclosure to such governmental authority. However, notwithstanding the foregoing, after reasonable consultation with the disclosing Party, the receiving Party shall be entitled to undertake any disclosure to a governmental author...
Confidentiality Disclosures. Each Agent and each Bank agrees to use reasonable efforts to keep confidential, in accordance with its customary procedures for handling confidential information of this nature, any Information supplied to it by LIN Television, the Borrower or any Subsidiary of either of them pursuant to this Agreement or the other Loan Documents (and not otherwise known to such Person), PROVIDED that nothing contained herein shall limit or impair the right of any Agent and any Bank, and each Agent and each Bank shall be entitled to, disclose to, and exchange and discuss with, any other Person (each Agent, each Bank and each such other Person being hereby authorized to do so) any Information (including but not limited to any such non-public Information) concerning LIN Television, the Borrower or any Subsidiary (whether received by the Agents, the Banks or such other Person in connection with or pursuant to the Loan Documents or otherwise) (a) to the extent required by Applicable Law, (b) to the employees, auditors or counsel of or for any Agent or any Bank, or to the accountants for any Agent or any Bank, (c) to bank examiners, auditors, accountants or other regulatory or administrative bodies having or claiming to have jurisdiction over any Agent or any Bank or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere), (d) to any other Agent or any other Bank, (e) in connection with any litigation, (f) to the extent required for the purpose of protecting, preserving, exercising or enforcing any of the rights of the Agents or the Banks in, under or related to the Loan Documents, performing any of the -55- 63 obligations of the Agents or the Banks under or related to the Loan Documents and consulting with respect to any of the foregoing matters, (g) to any Affiliate or Subsidiary of any Agent or any Bank so long as such Agent or such Bank causes such Affiliate or Subsidiary to adhere to the provisions of this Section 9.06 as though it were legally bound thereby, (h) to any prospective assignee of, or actual or prospective participant in, all or any part of any Bank's interest in its Loans, Commitments and other rights or obligations hereunder, so long as each such prospective assignee or actual or prospective participant has agreed that it will comply with the restrictions contained in this Section 9.06 to the same extent as if it were a Bank, (i) to the extent that such Information has bec...
Confidentiality Disclosures. Neither Seller, Purchaser nor any of their Affiliates shall make any written or other public disclosures regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by law, any regulatory authority or under the applicable rules and regulations of a stock exchange or market on which the securities of the disclosing Party or any of its affiliates are listed or except to the Secured Parties under the Financing Agreement and their legal counsel.
Confidentiality Disclosures
