Confidentiality, Press Releases and Public Announcements. (a) Seller shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and shall not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person other than authorized Representatives of Buyer, except in connection with this Agreement or with the prior written consent of Buyer. The covenants in this Section 8.6 shall not apply to Confidential Information that: (i) is or becomes available to the general public through no breach of this Agreement by Seller or any of its Affiliates or Representatives or, to their Knowledge, breach by any other Person of a duty of confidentiality to Buyer; or (ii) Seller is required to disclose by applicable Law; provided, however, that Seller shall notify Buyer in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with Buyer to limit the scope of such disclosure. At any time that Buyer may request, Seller shall, and shall cause its Affiliates and Representatives to, turn over or return to Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or control. (b) No 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 Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case such Party shall use commercially reasonable efforts to advise the other Party prior to making such disclosure). Seller and Buyer shall consult with each other concerning the means by which any Employee, customer or supplier of Seller or any other Person having any business relationship with Seller will be informed of the Transactions, and Buyer shall have the right to be present for any such communication.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tire Distributors Holdings, Inc.), Asset Purchase Agreement (American Tire Distributors Holdings, Inc.)
Confidentiality, Press Releases and Public Announcements. (a) Seller shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and shall not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person other than authorized Representatives of Buyer, except in connection with this Agreement or with the prior written consent of Buyer. The covenants in this Section 8.6 7.6 shall not apply to Confidential Information that: (i) is or becomes available to the general public through no breach of this Agreement by Seller or any of its Affiliates or Representatives or, to their Knowledge, breach by any other Person of a duty of confidentiality to Buyer; or (ii) Seller is required to disclose by applicable Law; provided, however, that Seller shall notify Buyer in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with Buyer to limit the scope of such disclosure. At any time that Buyer may request, Seller shall, and shall cause its Affiliates and Representatives to, turn over or return to Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or control.
(b) No 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 Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case such Party shall use commercially reasonable efforts to advise the other Party prior to making such disclosure). Seller and Buyer shall consult with each other concerning the means by which any Employee, customer or supplier of Seller or any other Person having any business relationship with Seller will be informed of the Transactions, and Buyer shall have the right to be present for any such communication.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Tire Distributors Holdings, Inc.), Asset Purchase Agreement (American Tire Distributors Holdings, Inc.)
Confidentiality, Press Releases and Public Announcements. (a) Seller Each of GPD and 851 shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and shall will not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person other than authorized Representatives of the Buyer, except in connection with this Agreement or with the prior written consent of the Buyer. The covenants in this Section 8.6 7.4 shall not apply to Confidential Information that: that (ia) is or becomes available to the general public through no breach of this Agreement by Seller GPD, 851 or any of its their respective Affiliates or Representatives or, to their Knowledge, breach by any other Person of a duty of confidentiality to the Buyer; or (iib) Seller the applicable Party is required to disclose by applicable Law; provided, however, that Seller such Party shall notify the Buyer in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with the Buyer to limit the scope of such disclosure. At any time that the Buyer may request, Seller each of GPD and 851 shall, and shall cause its respective Affiliates and Representatives to, turn over or return to the Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or control.
(b) . No 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 Buyer the Buyer, GPD and Seller851; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case such Party shall use commercially reasonable efforts to advise Law. GPD, 851 and the other Party prior to making such disclosure). Seller and Buyer shall consult with each other concerning the means by which any Employeeemployee, customer or supplier of Seller any Company or any other Person having any business relationship with Seller any Company will be informed of the Transactions, and the Buyer shall have the right to be present for any such communication.
Appears in 1 contract
Samples: Share Purchase Agreement (Century Casinos Inc /Co/)
Confidentiality, Press Releases and Public Announcements. (a) Seller shall, and shall cause its Affiliates and Representatives to, maintain the confidentiality of the Confidential Information at all times, and shall not, directly or indirectly, use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any Person other than authorized Representatives of Buyer, except in connection with this Agreement or with the prior written consent of Buyer. The covenants in this Section 8.6 7.5 shall not apply to Confidential Information that: (i) is or becomes available to the general public through no breach of this Agreement by Seller or any of its Affiliates or Representatives or, to their Knowledge, breach by any other Person of a duty of confidentiality to Buyer; or (ii) Seller is required to disclose by applicable Law; provided, however, that Seller shall notify Buyer in writing of such required disclosure as much in advance as practicable in the circumstances and cooperate with Buyer to limit the scope of such disclosure. At any time that Buyer may request, Seller shall, and shall cause its Affiliates and Representatives to, turn over or return to Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or control.
(b) No 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 Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case such Party shall use commercially reasonable efforts to advise the other Party prior to making such disclosure). Seller and Buyer shall consult with each other concerning the means by which any Employeeemployee, customer or supplier of Seller or any other Person having any business relationship with Seller will be informed of the Transactions, and Buyer shall have the right to be present for any such communication.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tire Distributors Holdings, Inc.)