Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request. (b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 3 contracts
Samples: Digital Distribution Agreement, Digital Distribution Agreement (Spotify Technology S.A.), Digital Distribution Agreement (Spotify Technology S.A.)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) Ethicon and Focal will be exchanging information relating to the Products at the inception of and from time to time during the term of this Agreement. Any such information which is considered by each the disclosing party to be confidential will be identified in writing as confidential information or, if disclosed orally or in another non-written manner, shall be confirmed in writing as being confidential promptly after the disclosure thereof. The party receiving such information will maintain the information in confidence using the same standard of care it uses to maintain its respective financial officersown information in confidence. Such obligation of confidentiality shall not apply to information which (i) is known to the receiving party prior to the disclosure, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to is publicly known as of the extent that such disclosure is in date of the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; disclosure, (iii) in connection with any legal or governmental proceeding; or becomes publicly known after the date of disclosure through no fault of the receiving party, (iv) is received from a third party who has no obligation of confidentiality to any judicial, governmental or regulatory agencies; the disclosing party or (v) is developed independently by Company to any the receiving party. Such obligation of its investors and bona fide potential investors confidentiality shall continue for a period of seven (unless such investor or potential investor is an Other Party, subject to paragraph 13(l7) years from the date of disclosure of the Term Sheetconfidential information.
(ii) Notwithstanding the foregoing Section 9(a)(i), Ethicon shall be permitted to disclose to its wholesalers and other direct customers such confidential information relating to the Products as Ethicon shall reasonably determine to be necessary in order to effectively market and distribute the Products, provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior entities undertake the same confidentiality obligation as Ethicon has with respect to any such disclosure under Focal's confidential information.
(iii) Neither party will originate any publicity, news release, or (iv)other public announcement, Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/orwritten or oral, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available whether to the public through no wrongful press or negligent act otherwise, relating to any amendment hereto or omission on to performance hereunder or the Receiving Party’s part; (iii) existence of an arrangement between the Receiving Party receives from a third party free parties, without the prior written approval of the other party, such approval not to make such disclosure without breach of any legal obligation; and/or be unreasonably withheld.
(iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena Neither party shall use the name of the other for advertising or document discovery request.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to promotional claims without the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class consent of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentother party.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 3 contracts
Samples: Distribution, License and Supply Agreement (Focal Inc), Distribution, License and Supply Agreement (Focal Inc), Distribution, License and Supply Agreement (Focal Inc)
Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Properties or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such disclosure press release will ultimately be determined by the Member issuing or providing same and will cooperate with Label in protecting against any such disclosure and/orthe foregoing shall not constitute a consent right)), to the extent possibleinvestor reports, obtaining a protective order narrowing the scope of such investor conference calls or investor meetings which may include, without limitation, disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving terms and such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information other matters relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid transaction which either Member determines is necessary or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentappropriate.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Chatham Lodging Trust), Limited Liability Company Agreement (Chatham Lodging Trust)
Confidentiality; Press Releases. (a) Each Neither Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of information with respect to the terms and conditions provisions of this Agreement Agreement, any information obtained in any inspection and/or audit of the other party's books and records or any information contained in any data or report required or delivered hereunder or any materials related thereto; and, except as otherwise provided for in this Agreement, neither Affiliate nor Network shall not use or disclose to any third party any information regarding the other party’s business learned 's promotion of the Service, including, without limitation, promotional or marketing plans, programs or strategies or, with respect to Network's disclosure, any information (whether personally identifiable information or not) regarding Affiliate's or any affiliate of Affiliate's Cable television subscribers or Alternative Technology subscribers including, without limitation, the number of such Cable television subscribers or Alternative Technology subscribers, except (as to all of the preceding):
(i) to each party's respective officers, directors, employees, auditors and attorneys, in the course of dealing or performance hereunder (collectively, “Confidential Information”)their capacity as such; provided, however, that nothing in the disclosing party agrees to be responsible for any breach of the provisions of this subsection 1(a) will prohibit disclosure of Section 12 by such Confidential Information: (i) by each party to its respective financial officers, managementdirectors, Affiliatesemployees, bankers auditors or others as may be reasonably necessary in the operation of its respective business; attorneys;
(ii) by each to the extent necessary (redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction; provided, however, that the disclosing party notifies the other party as promptly as practicable (and, if possible, prior to making such disclosure) and the disclosing party seeks confidential treatment of such information;
(iii) as part of its normal reporting or review procedure to its respective Advisors parent company and such parent company's auditors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by such parent company, its auditors or attorneys;
(iv) in order to enforce its rights or perform its obligations pursuant to this Agreement provided that prior to such disclosure such party shall seek confidential treatment of such information;
(v) if mutually agreed upon, in writing, by Affiliate and Network in advance of such disclosure;
(vi) to the Independent Auditor as provided in Section 6(b) hereof; and
(vii) with respect to Network's disclosure, to the extent that such disclosure information relates to Affiliate's or any affiliate of Affiliate's Cable television subscribers or Alternative Technology subscribers and is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) independently obtained by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives Network from a third party free to make such disclosure without breach in a communication that does not violate the provisions of any legal obligation; and/or (ivSection 7(f) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requesthereof.
(b) Subject Network shall not engage in any direct mailing or telephone solicitation, for any purpose, to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance Affiliate's and affiliate of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid Affiliate's Cable television subscribers or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentAlternative Technology subscribers.
(c) No press releases This Section 12 shall survive, indefinitely, the expiration or other public statements are permitted without prior mutual written approvaltermination of this Agreement regardless of the reason for such expiration or termination.
Appears in 2 contracts
Samples: Affiliation Agreement (Current Media, Inc.), Affiliation Agreement (Current Media, Inc.)
Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Assets or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such disclosure press release will ultimately be determined by the Member issuing or providing same and will cooperate with Label in protecting against any such disclosure and/orthe foregoing shall not constitute a consent right)), to the extent possibleinvestor reports, obtaining a protective order narrowing the scope of such investor conference calls or investor meetings which may include, without limitation, disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving terms and such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information other matters relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid transaction which either Member determines is necessary or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmentappropriate.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Chatham Lodging Trust), Limited Liability Company Agreement (Chatham Lodging Trust)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) hereto agrees that it willthis Agreement, the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and it will instruct in writing its respective attorneys, accountants and all other professional advisors (collectively, “Advisors”) non-public information received from or otherwise relating to, hold in confidence the Property (or any portion thereof), Purchaser, Seller and/or and Existing Operator or their respective Affiliates shall be, and be kept, confidential, and shall not communicate, transmit, publish, disseminate be disclosed or otherwise disclose released to any of other Person (other than by any party to such party’s Affiliates, provided that such party shall be responsible and liable to the terms and conditions other party for any breach of this Agreement or any Section 12.13 by its Affiliates), without the written consent of Purchaser, Seller and Existing Operator, as applicable. Any non-public information regarding the other party’s business learned obtained by Purchaser in the course of dealing its inspection of the Property, and any Seller’s Deliveries or performance Third Party Reports, in each case that is proprietary to and maintained as confidential by Seller (including, without limitation, Licensing Surveys and any information regarding Seller’s operating results from the Property) shall be confidential and Purchaser shall be prohibited from making public or disclosing such information to any other Person, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion. Notwithstanding the foregoing, the obligations of the parties hereunder (collectively, “Confidential Information”); provided, however, that nothing shall not apply in this subsection 1(a) will prohibit the following instances:
12.13.1 the disclosure of confidential information to any of such Confidential Information: (i) by each party party’s lessors, lenders, Governmental Authorities, Purchaser Parties and other third parties to its respective financial officers, management, Affiliates, bankers or others as may be reasonably the extent necessary in order to consummate the operation of its respective business; (ii) by each party to its respective Advisors Transactions;
12.13.2 to the extent that such the disclosure of information otherwise determined to be confidential is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; by legal requirements (iii) in connection with any legal or governmental proceeding; or other than as addressed by paragraph (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheetbelow), provided that (A) prior to disclosing such Persons confidential information, such disclosing party shall notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is required to be disclosed; and (B) such disclosing party shall, if requested by the other party, provide commercially reasonable cooperation with the other party to protect the continued confidentiality thereof;
12.13.3 the disclosure of confidential information to any financial and other professional advisors, shareholders, investors, lessors and lenders (both actual and potential) of a party who agree to hold confidential such information substantially in accordance with the terms of this Section 12.13 or who are obligated otherwise bound by a written agreement, policy or other duty of confidentiality; providedconfidentiality to such party, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure provided that the disclosing party shall be responsible and will cooperate with Label in protecting against any such disclosure and/or, liable to the extent possible, obtaining a protective order narrowing the scope of such disclosure other party for any breach of the Agreement including redacting key economic terms. Notwithstanding anything confidentiality terms of this Section 12.13 by such advisor;
12.13.4 Purchaser (or any of its Affiliates) shall have the right to the contrary herein, Confidential Information shall not include disclose such confidential information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) as is required to be disclosed by any regulations or securities exchange listing rules applicable to Purchaser (or any of its Affiliates), including in connection with Purchaser’s (or any of its Affiliates’) quarterly earnings results or financing activities or otherwise pursuant to the Registered Company’s SEC Filings that relate to the Audited Years and the stub period; and
12.13.5 Seller and Existing Operator (or any statuteof their Affiliates) shall have the right to disclose such confidential information to their shareholders as part of ordinary course updates regarding the Transaction; provided that, regulationsuch disclosure is aggregated with a Sale Participant’s other businesses and operations and not presented in a transaction specific format, orderand shall not include (a) the identity of Purchaser, subpoena the JV Partner or document discovery request.
any of their Affiliates, (b) Subject to sub-paragraph 8(a)(19), Company agrees the specific Facilities that all information relating to are the performance subject of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid this Agreement or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approvalthe specific terms of this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.), Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it willUnless required by law or regulation to do so or otherwise expressly permitted by the Loan Documents, and it will instruct in writing its respective attorneysno Lender, accountants and on the one hand, nor any of CPS, the Seller, the Servicer, the Purchaser or the Borrower on the other professional advisors (collectivelyhand, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate shall publish or otherwise disclose any information relating to the material terms of the terms and conditions Class A Commitment or the Class B Commitment, any of this Agreement the Loan Documents or any information regarding the other party’s business learned in the course of dealing transactions contemplated hereby or performance hereunder thereby (collectively, “Confidential Information”)) to any Person (other than its own advisors, Levxxx Xxixxxxxx Xxpital Partners IV, any monoline insurance company that has insured a security in any securitization sponsored by CPS or any of its Affiliates or Subsidiaries and any institutional creditors or potential institutional creditors of CPS and its Affiliate and Subsidiaries to the extent reasonably necessary) without the prior written consent of the other; provided, however, provided that nothing in this subsection 1(a) will herein shall be construed to prohibit disclosure any party from issuing a press release announcing the consummation of such Confidential Information: the transactions contemplated by the Loan Documents. No party shall publish any press release naming the other party without the prior written consent of the other (which consent shall not be unreasonably withheld). For avoidance of doubt, it is agreed that to the extent Seller determines that it is required by law (i) by each party to report its respective financial officersentry into this Agreement and the other Loan Documents in a current report on Form 8-K of the Securities and Exchange Commission, managementwhich report must file as exhibits at least this Agreement, Affiliatesthe Sale and Servicing Agreement, bankers or others as may be reasonably necessary in and the operation of its respective business; Security Agreement, (ii) to make reference to such agreements and the Commitments in its periodic reports to be filed respecting time periods that include all or part of the Term, or (iii) to otherwise make any filing or report with any Governmental Authority, it shall do so. Notwithstanding the foregoing, the Administrative Agent, the Lenders and any Participant may disclose the Confidential Information (i) to any of their respective Affiliates and to their and their respective Affiliates' officers, directors, managers, administrators, trustees, employees, agents, accountants, legal counsel and other representatives (collectively, the “Lender Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) to the extent required by each applicable law, regulation, subpoena or other legal process, (iii) to the extent requested by any governmental or regulatory authority purporting to have jurisdiction over such party (including any self-regulatory authority), (iv) to its respective Advisors Standard & Poor's, Mooxx'x, Xitch or any other nationally recognized statistical rating organization, (v) to any other party hereto, (vi) in connection with the exercise of any remedies hereunder or under any other or the Loan Documents or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) pursuant to Section 9.03(e), (viii) with the consent of the Borrower, or (ix) to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party a) was or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives such party from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statutesource other than CPS or the Borrower, regulation, order, subpoena or document discovery request.
(b) Subject has been independently acquired or developed by any such party without violating any of their respective obligations under this Agreement or (c) becomes publicly available other than as a result of a breach of this Section. This confidentiality agreement shall apply to sub-paragraph 8(a)(19), Company agrees that any and all information relating to the performance Commitments, any of Authorized Materials within the Services, including but not limited to analytical data Loan Documents and information concerning amounts paid the transactions contemplated hereby and thereby at any time on or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with after the Securities and Exchange Commission pursuant to a request for confidential treatmentdate hereof.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 2 contracts
Samples: Credit Agreement (Consumer Portfolio Services Inc), Credit Agreement (Consumer Portfolio Services Inc)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”Subject to the exceptions contained in Section 9.3(b) agrees that it willand Section 9.3(c) below, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise neither Party shall disclose to any Third Party nor use for any purpose outside of the terms and conditions scope of this Agreement any information which is not in the public domain and which was disclosed solely in connection with this Agreement: (i) by the disclosing Party or any information regarding of its Affiliates; or (ii) by any unaffiliated Third Party at the other party’s business learned in request of the course of dealing or performance hereunder disclosing Party (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such . The receiving Party may only provide the disclosing Party’s Confidential Information: (i) by each party Information to its respective financial and its Affiliates’ directors, officers, managementemployees, Affiliatesadvisors, bankers and **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or others as may be reasonably necessary becomes part of the public domain without a violation of this Agreement; (2) was already in the operation receiving Party’s possession at the time of its respective businessreceipt from the disclosing Party, as shown by documentary evidence; or (ii3) by after the date of this Agreement is received from a Third Party whose direct or indirect source is not the disclosing Party. Upon termination or expiration of this Agreement for any reason, each party Party will promptly return to its respective Advisors the other Party all Confidential Information received from such other Party in connection with this Agreement except to the extent that retaining such disclosure Confidential Information is **** in order for the opinion of such Advisors required receiving Party to enable such Advisors fully continue to represent enjoy or enforce the party concerned; (iii) in connection with any legal rights received, or governmental proceeding; or (iv) to any judicialsatisfy its obligations, governmental or regulatory agencies; or (v) by Company to under any of its investors the Ancillary Agreements or any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) non-use contained in this Section 9.3 shall survive the termination of the Term Sheet), provided that such Persons are obligated by this Agreement for a written agreement, policy or other duty period of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request****.
(b) Subject to sub-paragraph 8(a)(19)the limitations set forth in Section 9.3(c) below, Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Parties may disclose Confidential Information hereunder. Unless permitted (i) which is required to be disclosed to Regulatory Authorities or governmental agencies for registration purposes, (ii) if requested pursuant to an order of a competent court or administrative agency; provided that in accordance with sub-section 1(a) aboveeither case, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreementthe Party subject to such order has informed the other Party thereof in writing, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. has used **** to limit the scope of the disclosure and to obtain confidential treatment by such Regulatory Authority of Confidential portion omitted and filed separately with the Securities and Exchange Commission Information disclosed pursuant to a request for confidential treatmentsuch order or (iii) if required by applicable Law.
(c) No Buyer’s proposed press releases release for the Contemplated Transactions is attached as Exhibit C. Aside from Exhibit C, except as set forth below, neither Buyer nor Sellers shall issue a press release, trade announcement or any other public announcement with regard to the Contemplated Transactions without the other Party’s prior consent, which shall not be unreasonably withheld or delayed. Where consent is forthcoming, the Parties agree to consult with each other regarding the content of any such press release or other announcement. This restriction shall not apply to announcements required by applicable Law or any Governmental Entity, however, in such event, the Parties shall**** **** coordinate and work in good faith to create mutually acceptable announcements and each Party shall take into consideration and comply with **** of the other Parties. Buyer acknowledges that Sellers shall have the right to disclose a brief summary of the transaction in its official financial reports, provided, however, that the Sellers shall provide drafts of such reports sufficiently in advance of disclosing or providing such reports to any Third Party to permit Buyer to review and comment on such reports and the Parties shall**** coordinate and work in good faith to create a mutually acceptable financial report and the Sellers shall take into consideration and comply with **** of Buyer. Sellers acknowledge that Buyer shall have the right to disclose a brief summary of the material terms of the Contemplated Transactions on a Current Report on Form 8-K no later than the fourth Business Day following the date of this Agreement, and file a copy of this Agreement and certain Ancillary Agreements with the United States Securities and Exchange Commission (“SEC”), provided, however, that Buyer shall provide drafts of such **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Current Report on Form 8-K sufficiently in advance of filing to permit Sellers to review and comment on such Current Report on Form 8-K and the Parties shall**** coordinate and work in good faith to create a mutually acceptable Current Report on Form 8-K and Buyer shall take into consideration and comply with **** of the Sellers. To the extent that any Party is required to make a filing or any other public statements are permitted disclosure (other than as set forth in the preceding sentence) pursuant to applicable Law or any Governmental Entity with respect to this Agreement, any of the Ancillary Agreements or the terms or existence hereof or thereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, The NASDAQ Global Market or any Governmental Entity, including without prior mutual written approvallimitation the SEC (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Parties thereof and shall use **** to maintain the confidentiality of the other Parties’ confidential information in any such filing or disclosure. To the extent that any Party is required to file a copy of this Agreement or any Ancillary Agreement to comply with the Disclosure Obligations, such Party shall promptly inform the other Parties thereof. Prior to making any such filing of a copy of this Agreement or any such Ancillary Agreement, the Parties shall mutually agree on the provisions of this Agreement and/or Ancillary Agreement, as applicable, for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the another Party does not, then the Parties will use **** in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, including without limitation such confidential treatment request, and shall execute all documents **** in connection therewith. The Parties shall agree with each other as to the substance of any such filing. Each Party shall have the right to review in advance, and shall consult with the other Party on, all information relating to this Agreement or any Ancillary Agreement, that appear in any such filing. In furtherance of the foregoing, the Parties will agree as promptly as practicable after the date of this Agreement on the confidential treatment request to be filed with the SEC and the redacted form or forms of this Agreement and/or Ancillary Agreements, as applicable, related thereto. In furtherance thereof, **** requested by any Party shall be included in such filing. The Parties will reasonably cooperate in responding promptly to any comments received from the SEC with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the another Party if such treatment is not achieved after the second round of responses to comments from the SEC.
Appears in 1 contract
Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it willThe Parties acknowledge that, and it will instruct in writing its respective attorneysfrom time to time, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate they may receive information from or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned Party, its customers or any of its Affiliates in the course nature of dealing trade secrets or performance hereunder secret or proprietary information or information that is otherwise confidential (collectively, “Confidential Information”). Each Party shall use the Confidential Information solely for the purposes of conducting the business of the Company and fulfilling such Party’s obligations under this Operating Agreement. Each Party shall hold in strict confidence any Confidential Information it receives and may not disclose such Confidential Information to any Person, except for disclosures to (i) its Affiliates (other than Affiliates who are or may be a shipper on or a customer at the Terminals) or (ii) any consultant, auditor, accountant, contractor, agent, professional adviser, director, officer and/or employee of such Party or its Affiliate; provided, howeverin each case, that nothing such recipient agrees in writing to keep such information confidential. The Parties acknowledge that breach of the provisions of this subsection 1(aSection 2.7 (Confidentiality; Press Releases) will prohibit disclosure may cause irreparable injury for which monetary damages are inadequate, difficult to compute or both. Accordingly, the Parties agree that the provisions of such Confidential Information: this Section 2.7 (iConfidentiality; Press Releases) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) enforced by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestspecific performance.
(b) Subject The confidentiality obligations provided in Section 2.7(a) (Confidentiality; Press Releases) shall not apply to sub-paragraph 8(a)(19disclosures (i) required by Applicable Law or (ii) to advisers or representatives of the Party, but only if such recipients have agreed in writing to be bound by the provisions of this Section 2.7 (Confidentiality; Press Releases). If a Party is required by Applicable Law to disclose any information that would otherwise be confidential under this Operating Agreement, such Party shall notify the other Party of such requirements as soon as legally permissible and provide the other Party the opportunity to resist such disclosure or seek a protective order or other appropriate remedy by appropriate proceedings. Notwithstanding the foregoing provisions of this Section 2.7 (Confidentiality; Press Releases), the Company hereby agrees that all information relating it will not disclose to any Person other than a Member or its Affiliates (other than Affiliates who are or may be a customer at the Terminals) any commercial information, including, without limitation, compensation or payment terms, contained in any contract or agreement provided to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder for its review or approval without the consent of the other Members. No press release or other public announcement related to the Terminals or the business of the Company shall constitute be made by the Operator or Operator Personnel without the prior written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no Party shall disclose any Confidential Information hereunder. Unless permitted in accordance with sub-section 1(aif such disclosure (i) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information would require disclosure to any third party parties pursuant to §15(13) of the Interstate Commerce Act [49 U.S.C. 15(13) (1976)] or class of third parties(ii) is otherwise prohibited by Applicable Law, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with under the Securities and Exchange Commission pursuant to a request for confidential treatmentInterstate Commerce Act.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Shell Midstream Partners, L.P.)
Confidentiality; Press Releases. (a) Each Subject to the further provisions of this Section 14.13, each party (each a “Disclosing Party”) hereto agrees that it will(i) the provisions of this Agreement, and it will instruct in writing (ii) all non-public information received from the other party or its respective attorneysAffiliates and relating to the other party or its Affiliates or the Property, accountants shall be, and be kept, confidential, and shall not be disclosed to any other professional advisors Person, except for disclosure (collectively, “Advisors”I) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding with the other party’s business learned consent, (II) by any party to such party’s Affiliates; provided that such Affiliates are bound to a similar duty of confidentiality (it being agreed that such party shall be responsible and liable to the other party for any breach of this Section 14.13 by its Affiliates), (III) by any party to any directors, officers, employees, consultants, advisors, actual or potential investors or lenders, of such party or its Affiliates, who agree to hold confidential such information substantially in accordance with the terms of this Section 14.13 or who are otherwise bound by a duty of confidentiality to such party or its Affiliates (it being agreed that such party shall be responsible and liable to the other party for any breach of this Section 14.13 by its Affiliates), (IV) as required by legal requirements, including for internal audit, financial and tax purposes, and including disclosures to any governmental authority having jurisdiction to require disclosure or to any arbitral body to the extent required by same, or by any securities laws or stock exchange regulations applicable to such party or its Affiliates (provided that (A) prior to disclosing such confidential information, such disclosing party shall use its reasonable best efforts to notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is required to be disclosed, and (B) such disclosing party shall, if requested by the other party and to the extent practicable, reasonably cooperate with the other party to protect the continued confidentiality thereof), or (V) in the course case of dealing a proceeding to resolve a dispute between the parties. Nothing herein shall (i) prohibit Purchaser from disclosing information concerning the Property from and after the Closing (except for information pertaining to Seller and/or Seller’s period of ground tenancy) or performance hereunder (collectively, “Confidential Information”ii) prohibit either party from disclosing such information described in Section 14.13(a)(IV).
(b) All publicity concerning the Transaction shall be jointly planned and each party shall reasonably cooperate and provide the other party and its counsel to review any planned publicity and consider in good faith the comments of the other party or such other party’s representatives in connection with such planned publicity; provided, however, that nothing in this subsection 1(a) will herein shall prohibit either party from making any press release or other public disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed permitted pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19Section 14.13(a), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approvalThe confidentiality obligations set forth in this Section 14.13 shall survive for a period of two (2) years following the earlier to occur of (i) the Closing and (ii) the earlier termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Applied Digital Corp.)
Confidentiality; Press Releases. (a) Each Subject to the further provisions of this Section 14.13, each party (each a “Disclosing Party”) hereto agrees that it will(i) the provisions of this Agreement, and it will instruct in writing its respective attorneys(ii) prior to Closing, accountants (A) all other understandings, agreements and arrangements between and among the parties, and (B) all other professional advisors (collectivelynon-public information received from, “Advisors”) or otherwise relating to, hold in confidence the Property (or any portion thereof), Purchaser and/or Seller or their respective Affiliates shall be, and be kept, confidential, and shall not communicate, transmit, publish, disseminate be disclosed or otherwise disclose released to any of other Person (other than by any party to such party’s Affiliates, provided that such party shall be responsible and liable to the terms and conditions other party for any breach of this Agreement Section 14.13 by its Affiliates), without the written consent of Purchaser or any Seller, as applicable. Any information regarding the other party’s business learned obtained by Purchaser in the course of dealing its inspection of the Property, and any Materials provided to Purchaser hereunder, in each case that is proprietary to Seller (including, without limitation, information regarding Seller’s operating results from the Property) shall be confidential and Purchaser shall be prohibited from making public or performance hereunder disclosing such information to any other Person, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the obligations of the parties under the preceding two (collectively2) sentences shall not apply in the following instances:
(i) to the extent that the disclosure of information otherwise determined to be confidential is required by legal requirements, “Confidential Information”)or by any regulations or securities exchange listing rules applicable to such party or its Affiliates, provided that (A) prior to disclosing such confidential information, such disclosing party shall notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is required to be disclosed; and (B) such disclosing party shall, if requested by the other party and the to the extent practicable, provide reasonable cooperation with the other party to protect the continued confidentiality thereof;
(ii) the disclosure of confidential information to any directors, officers, employees, consultants, financial advisors, other professional advisors, shareholders, investors and lenders (both actual and potential) of a party who agree to hold confidential such information substantially in accordance with the terms of this Section 14.13 or who are otherwise bound by a duty of confidentiality to such party; and
(iii) Purchaser (or any of its Affiliates) shall have the right to disclose such confidential information as is, in the opinion of Purchaser’s counsel, required to be disclosed in connection with Purchaser’s (or any of its Affiliates’) quarterly earnings results, annual reports or financing activities.
(b) All pre-Closing publicity concerning the Transactions, and any post-Closing publicity concerning the Transactions, shall be jointly planned, coordinated, approved and released by and among the Seller and Purchaser; provided, however, that nothing in this subsection 1(a) will herein shall prohibit either party from making any press release or disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed permitted pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19Section 14.13(a), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approvalThe confidentiality obligations set forth in this Section 14.13 shall survive for a period of two (2) years following the earlier to occur of (i) the Closing and (ii) the earlier termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)
Confidentiality; Press Releases. (a) Each The Seller and the Buyer shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in accordance with the terms of the Confidentiality Agreement, dated as of July 19, 2013, by and between the Buyer and US Imagina, LLC (the “Confidentiality Agreement”).
(b) No press release or public disclosure, either written or oral, of the existence or terms of this Agreement shall be made by either the Buyer or the Seller without the consent of the other (such consent not to be unreasonably withheld or delayed), and the Buyer and the Seller shall each furnish to the other advance copies of any press release or public disclosure which it proposes to make public concerning this Agreement or the transactions contemplated hereby and the date upon which the Buyer or the Seller, as the case may be, proposes to make such press release or public disclosure.
(c) Notwithstanding anything herein to the contrary, this Section 5.3 shall not be construed to prohibit any party from (i) making any disclosures to any Governmental Authority which it is required to make under any applicable Legal Requirements or the rules and regulations of any applicable stock exchange (including The NASDAQ Stock Market), (ii) making any disclosures to any lenders to such party or potential investors in such party (each subject to the provisions of Section 5.3(a)), or (iii) disclosing such information to their respective employees, equity owners, partners, and professional advisors who have a “Disclosing Party”need to know the information. The Seller understands and agrees that the Buyer plans to and may file a Current Report on Form 8-K, to disclose this Agreement and the transactions contemplated hereby and to file a copy of this Agreement with the SEC.
(d) Each of the Buyer and the Seller agrees that it will, shall not (and it will instruct in writing shall cause its respective attorneysAffiliates, accountants and other professional advisors (collectivelyemployees, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, managementdirectors, Affiliatesmanagers, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicialmembers, governmental or regulatory agencies; or (v) by Company to any of its investors representatives and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall agents not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”to), except to the extent unlawfully appropriated by done in good faith in any Legal Action against the Receiving Party other party, (i) make any negative statement or a third party; communication regarding the other party or any of their respective Affiliates, representatives or employees with the intent to harm any such Person or (ii) at make any derogatory or disparaging statement or communication regarding the other party or any of their respective Affiliates, representatives or employees; provided, that the foregoing shall not prevent any party or any of its Affiliates, employees, officers, directors, managers, members, representatives and agents from (i) making any truthful statement or comment in good faith that is required by any Legal Requirement or Order or (ii) making factual statements regarding a breach or purported breach of (A) this Agreement or (B) any other Transaction Document, in each case to the extent reasonably necessary for enforcing or protecting rights or interests in connection with such breach.
(e) From and after the time Closing, except as required pursuant to Section 5.2 and Section 5.9(c), the Seller agrees that it shall not (and shall cause its Affiliates, employees, officers, directors, managers, members, representatives and agents not to) discuss or communicate in any way with any Television Distributor regarding the operation of disclosure the Business or any of the Affiliation Agreements that are Assumed Contracts hereunder; provided, that the foregoing shall not prevent Seller or any of its Affiliates, employees, officers, directors, managers, members, representatives and agents from (i) informing any Television Distributor of the fact that the rights and liabilities under any such Assumed Contract were assigned and assumed by the Disclosing Party becomes generally available Buyer, (ii) engaging or communicating with Television Distributors in order to comply with the public through no wrongful terms and conditions under the Transaction Documents, in each case, at the direction, or negligent act with the participation of, the Buyer, or omission on the Receiving Party’s part; (iii) engaging with Television Distributors, after consultation and direction from the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant Buyer, with respect to any statute, regulation, order, subpoena Legal Requirement or document discovery requestOrder.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hemisphere Media Group, Inc.)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
Samples: Digital Distribution Agreement (Spotify Technology S.A.)
Confidentiality; Press Releases. The initial press release regarding this Agreement shall be a mutually acceptable joint press release. Prior to the Closing, no Party shall make any press release or public announcement setting forth the terms of the transactions contemplated hereby without the approval of the other Party (asuch consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, either Party (or any of its Affiliates) Each party may release information concerning the transactions contemplated hereby at any time after the date of this Agreement, (each i) in the manner in which its Affiliates publicly disclosed transactions prior to the date hereof, (ii) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as required by law, including the rules of any stock exchange, for publicly filing entities or pursuant to an Order by a “Disclosing court of competent jurisdiction, or (iii) to the extent, in the good faith judgment of a Party”’s counsel, accountants, or advisors, as applicable, such disclosure is required to be made (including in any registration statement, other disclosure document, press release or public announcement) agrees that it willin connection with such Party’s (or any of its Affiliate’s) quarterly earnings results, and it will instruct in writing its respective attorneys, accountants earnings guidance or capital raising and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”)fund raising activities; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iiix) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/oreach case, to the extent possiblenot prohibited by Law, obtaining such Party shall provide the other Party with a protective reasonable opportunity (and in any case no less than twenty-four (24) hours) to review and provide comment on such proposed release, which comments will be considered by the releasing Party in good faith and (y) that PSP’s name shall not be disclosed in any such press release or public announcement without PSP’s prior written consent (other than pursuant to item (ii) of this Section 7.2) and, in any event, such disclosure shall be subject to the next proviso; provided, further, in the case of a proposed release with specific reference to the items set forth Exhibit 7.2, to the extent not prohibited by Law, the releasing Party shall use commercially reasonable efforts to obtain an order narrowing or other assurance that confidential treatment will be accorded to the scope applicable portion of such disclosure of the Agreement including redacting key economic termsrelease. Notwithstanding the foregoing or anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to in the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Confidentiality Agreement, Company nothing herein shall obtain Label’s prior written approval before disclosing such information limit the right of an Affiliate of either Party that is a public reporting company to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately publicly disclose the transaction with the Securities same information and Exchange Commission pursuant to a request for confidential treatmentconsistent with any disclosure previously made in compliance with this Section 7.2.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
Confidentiality; Press Releases. (a) Each party (Except as required by law or legal process, each a “Disclosing Party”) agrees that it willof the Sellers, on one hand, and it will instruct in writing the Company, on the other hand, shall, and shall cause each of its Affiliates and each of the respective attorneysdirectors, accountants officers, employees, agents, advisors and other professional advisors representatives (collectively, “AdvisorsRepresentatives”) to, hold (i) maintain in confidence any and not communicateall information concerning the Kiss Group or the Company and its Subsidiaries provided to any one or more Parties by the other Party or Parties or their respective Representatives, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned by them in the course of dealing the negotiation of this Agreement and the transactions contemplated hereby and by the Strategic Alliance Agreement, and (ii) disclose such information only to Persons which are under the control of the Sellers or performance hereunder the Buyer or an Affiliate thereof, to third parties serving as legal, accounting, environmental, insurance or investment advisors or to the Company or its investment banker or investors (collectively, “Confidential Information”who have executed appropriate confidentiality agreements); provided, however, that nothing in this subsection 1(a) will prohibit such disclosure shall be limited to entities, parties and their personnel whose duties justify their need to review and know such information for the purpose of such Confidential Information: (i) by each party to its respective financial officersthe negotiation of this Agreement, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors the providing of financing to the extent that such disclosure is in the opinion of such Advisors required Company to enable such Advisors fully it to represent pay the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicialPurchase Price, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach preparation of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena registration statement or document discovery requestprivate placement memorandum in respect of such financing.
(b) Subject It is understood that neither the Kiss Group on one hand or the Company Group on the other hand, nor any of their Affiliates shall have any liability hereunder for disclosure of any such information which (i) can be shown to sub-paragraph 8(a)(19)have been in the public domain other than as a result of a disclosure by a Party or any of their respective Affiliates, Company agrees or any Representative thereof, (ii) was previously known to a Party hereto or their Affiliates, or (iii) was later acquired by a Party from other sources, provided such sources are not known by such Party after due inquiry to be bound by any confidentiality agreement with any Party hereto or any affiliate thereof. In the event that all information relating any Party or any of their respective Affiliates, or any Representative thereof, is legally compelled to disclose any of such information, such Party, will (x) give prompt notice thereof to the performance other Party or Parties to enable the Party being notified at their cost to seek an appropriate protective order and (y) furnish only such portion of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information as is legally required to any third party be disclosed and use its reasonable efforts to obtain a protective order or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for other reliable assurances that confidential treatmenttreatment will be accorded such information.
(c) No Each of the Kiss Group, on the one hand, and Company Group, on the other hand, agree that neither they nor their Affiliates will make any statement to the press, press releases release or other public announcement regarding this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby prior to the Closing Date unless the text and time of the release of any such statement has been approved by the other Party or Parties or their respective legal counsel, except where such disclosure is required pursuant to Applicable Law (in which case such Party will consult with the other Party regarding any such public statements are permitted without prior mutual written approvalto disclosure to the extent feasible). The Parties hereto and their respective Affiliates agree to consult with each other prior to any press release or other public announcement by them or their Affiliates relating to this Agreement in connection with the Closing of the transactions contemplated hereby and agree that such press release or announcement will not be made prior to such consultation.
Appears in 1 contract
Confidentiality; Press Releases. (a) Each party (XxxxxXxxxxxXxxxxx.xxx
15.1. The Parties hereby acknowledge and agree that during the Term, each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants Party may have access to or become acquainted with various trade secrets and other professional advisors (collectivelyconfidential and proprietary information of the other Party, “Advisors”) toincluding any and all technical, hold in confidence non-technical and not communicateproprietary information such as: software programs, transmitsoftware source documents, publishproducts, disseminate billing information, affiliate information, personnel, business and contractual relationships, business plans and strategies and all reports and summaries which contain or otherwise disclose reflect or are generated from any of the terms and conditions foregoing (all of this Agreement or any information regarding the other party’s business learned in foregoing is hereinafter referred to as the course of dealing or performance hereunder (collectively"Confidential Information"). In addition, “Confidential Information”); provided” includes Lottery Data. Both Lottery and SBTech shall protect each other’s Confidential Information from improper disclosure using at least the same degree of care to safeguard and to prevent disclosing to third parties the Confidential Information of the other Party as it employs to avoid unauthorized disclosure, howeverpublication, that nothing in this subsection 1(adissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care, and will prohibit disclosure of not, during or after the Term or thereafter, directly or indirectly, use or disclose any such Confidential Information: (i) by each party Information to any person, firm or corporation for any reason or purpose whatsoever, nor shall either Party, for itself or in any representative or other capacity, utilize any such Confidential Information in any manner for its respective financial officersown account or the account of others, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) except in connection with any legal or governmental proceeding; or (iv) its performance under the Agreement.
15.2. The foregoing restrictions shall not apply to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that(excluding, in each case, personal data) which the receiving Party is able to demonstrate, through clear and convincing evidence: (ia) at is or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on action by the Receiving receiving Party’s part; (iiib) the Receiving Party receives is or becomes available to it from a third party free source, who is not bound to make such disclosure without breach of any legal obligationa confidentiality agreement or similar restriction; and/or or (ivc) is required to must be disclosed by the receiving Party pursuant to any statuteapplicable federal, state or local laws or regulations or pursuant to subpoena or judicial order; provided, however, that the receiving Party, unless prohibited by Applicable Law, notifies the disclosing Party in writing of such regulation, order, subpoena or document discovery requestjudicial order prior to such disclosure and provides the disclosing Party with adequate time to respond before it makes such disclosure.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute 15.3. The receiving Party may disclose Confidential Information hereunder. Unless to receiving Party’s employees, agents or contractors only as permitted in accordance with subby the terms of the Agreement and only on a “need-section 1(ato-know” basis where (a) abovesuch employees, sub-paragraph 8(a)(19) agents or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class contractors are already bound by obligations of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approval.confidentiality
Appears in 1 contract
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) hereto agrees that it willthis Agreement, the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and it will instruct in writing its respective attorneys, accountants and all other professional advisors (collectively, “Advisors”) non-public information received from or otherwise relating to, hold in confidence the Properties (or any portion thereof), Purchaser and/or Seller or their respective Affiliates (or direct or indirect owners, partners, members, officers and/or employees) shall be, and be kept, confidential, and shall not communicate, transmit, publish, disseminate be disclosed or otherwise disclose released to any of other Person (other than by any party to such party’s Affiliates, provided that such party shall be responsible and liable to the terms and conditions other party for any breach of this Agreement Section 13.14 by its Affiliates), without the written consent of Purchaser or any Seller, as applicable. Any information regarding the other party’s business learned obtained by Purchaser in the course of dealing its inspection of Properties, and any Seller’s Deliveries or performance Third-Party Reports, in each case that is proprietary to Seller (including, without limitation, Licensing Surveys and any information regarding Seller’s operating results from the Properties) shall be confidential and Purchaser shall be prohibited from making public or disclosing such information to any other Person, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion. The obligations of the parties hereunder (collectively, “Confidential Information”); provided, however, that nothing shall not apply in this subsection 1(a) will prohibit disclosure of such Confidential Information: the following instances:
(i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that the disclosure of information otherwise determined to be confidential is required by legal requirements, or by any regulations or securities exchange listing rules applicable to such disclosure party or its Affiliates, provided that (A) prior to disclosing such confidential information, such disclosing party shall notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is in the opinion of such Advisors required to enable be disclosed; and (B) such Advisors fully disclosing party shall, if requested by the other party, provide reasonable cooperation with the other party to represent protect the party concerned; continued confidentiality thereof;
(iiiii) in connection with any legal or governmental proceeding; or (iv) the disclosure of confidential information to any judicialfinancial advisors, governmental or regulatory agencies; or (v) by Company to any of its other professional advisors, title insurance companies, insurance companies, shareholders, direct and indirect owners, partners, members, officers and/or employees, investors and bona fide potential investors lenders (unless such investor or potential investor is an Other Party, subject to paragraph 13(lboth actual and potential) of the Term Sheet)a party who are otherwise bound by a duty of confidentiality to such party, or if not, provided that such Persons are obligated party shall be responsible and liable to the other party for any breach of this Section 13.14 by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under Person to whom it discloses such information; and
(iii) Purchaser (or (iv), Company will give Label reasonable advance notice any of any its Affiliates) shall have the right to disclose such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include confidential information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) as is required to be disclosed pursuant to in connection with Purchaser’s (or any statute, regulation, order, subpoena of its Affiliates’) quarterly earnings results or document discovery requestfinancing activities.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New Senior Investment Group Inc.)
Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”Subject to the exceptions contained in Section 9.3(b) agrees that it willand Section 9.3(c) below, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise neither Party shall disclose to any Third Party nor use for any purpose outside of the terms and conditions scope of this Agreement any information which is not in the public domain and which was disclosed solely in connection with this Agreement: (i) by the disclosing Party or any information regarding of its Affiliates; or (ii) by any unaffiliated Third Party at the other party’s business learned in request of the course of dealing or performance hereunder disclosing Party (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such . The receiving Party may only provide the disclosing Party’s Confidential Information: (i) by each party Information to its respective financial and its Affiliates’ directors, officers, managementemployees, Affiliatesadvisors, bankers and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or others as may be reasonably necessary becomes part of the public domain without a violation of this Agreement; (2) was already in the operation receiving Party’s possession at the time of its respective businessreceipt from the disclosing Party, as shown by documentary evidence; or (ii3) by after the date of this Agreement is received from a Third Party whose direct or indirect source is not the disclosing Party. Upon termination or expiration of this Agreement for any reason, each party Party will promptly return to its respective Advisors the other Party all Confidential Information received from such other Party in connection with this Agreement except to the extent that retaining such disclosure Confidential Information is **** in order for the opinion of such Advisors required receiving Party to enable such Advisors fully continue to represent enjoy or enforce the party concerned; (iii) in connection with any legal rights received, or governmental proceeding; or (iv) to any judicialsatisfy its obligations, governmental or regulatory agencies; or (v) by Company to under any of its investors the Ancillary Agreements or any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) non-use contained in this Section 9.3 shall survive the termination of the Term Sheet), provided that such Persons are obligated by this Agreement for a written agreement, policy or other duty period of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request****.
(b) Subject to sub-paragraph 8(a)(19)the limitations set forth in Section 9.3(c) below, Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Parties may disclose Confidential Information hereunder. Unless permitted (i) which is required to be disclosed to Regulatory Authorities or governmental agencies for registration purposes, (ii) if requested pursuant to an order of a competent court or administrative agency; provided that in accordance with sub-section 1(a) aboveeither case, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreementthe Party subject to such order has informed the other Party thereof in writing, Company shall obtain Label’s prior written approval before disclosing such information to any third party or class of third parties, including but not limited to Label Artists and managers thereof, whether in response to any request or as part of any Company-created tool or API. has used **** to limit the scope of the disclosure and to obtain confidential treatment by such Regulatory Authority of Confidential portion omitted and filed separately with the Securities and Exchange Commission Information disclosed pursuant to a request for confidential treatmentsuch order or (iii) if required by applicable Law.
(c) No Buyer’s proposed press releases release for the Contemplated Transactions is attached as Exhibit C. Aside from Exhibit C, except as set forth below, neither Buyer nor Sellers shall issue a press release, trade announcement or any other public announcement with regard to the Contemplated Transactions without the other Party’s prior consent, which shall not be unreasonably withheld or delayed. Where consent is forthcoming, the Parties agree to consult with each other regarding the content of any such press release or other announcement. This restriction shall not apply to announcements required by applicable Law or any Governmental Entity, however, in such event, the Parties shall**** **** coordinate and work in good faith to create mutually acceptable announcements and each Party shall take into consideration and comply with **** of the other Parties. Buyer acknowledges that Sellers shall have the right to disclose a brief summary of the transaction in its official financial reports, provided, however, that the Sellers shall provide drafts of such reports sufficiently in advance of disclosing or providing such reports to any Third Party to permit Buyer to review and comment on such reports and the Parties shall**** coordinate and work in good faith to create a mutually acceptable financial report and the Sellers shall take into consideration and comply with **** of Buyer. Sellers acknowledge that Buyer shall have the right to disclose a brief summary of the material terms of the Contemplated Transactions on a Current Report on Form 8-K no later than the fourth Business Day following the date of this Agreement, and file a copy of this Agreement and certain Ancillary Agreements with the United States Securities and Exchange Commission (“SEC”), provided, however, that Buyer shall provide drafts of such ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Current Report on Form 8-K sufficiently in advance of filing to permit Sellers to review and comment on such Current Report on Form 8-K and the Parties shall**** coordinate and work in good faith to create a mutually acceptable Current Report on Form 8-K and Buyer shall take into consideration and comply with **** of the Sellers. To the extent that any Party is required to make a filing or any other public statements are permitted disclosure (other than as set forth in the preceding sentence) pursuant to applicable Law or any Governmental Entity with respect to this Agreement, any of the Ancillary Agreements or the terms or existence hereof or thereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, The NASDAQ Global Market or any Governmental Entity, including without prior mutual written approvallimitation the SEC (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Parties thereof and shall use **** to maintain the confidentiality of the other Parties’ confidential information in any such filing or disclosure. To the extent that any Party is required to file a copy of this Agreement or any Ancillary Agreement to comply with the Disclosure Obligations, such Party shall promptly inform the other Parties thereof. Prior to making any such filing of a copy of this Agreement or any such Ancillary Agreement, the Parties shall mutually agree on the provisions of this Agreement and/or Ancillary Agreement, as applicable, for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the another Party does not, then the Parties will use **** in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, including without limitation such confidential treatment request, and shall execute all documents **** in connection therewith. The Parties shall agree with each other as to the substance of any such filing. Each Party shall have the right to review in advance, and shall consult with the other Party on, all information relating to this Agreement or any Ancillary Agreement, that appear in any such filing. In furtherance of the foregoing, the Parties will agree as promptly as practicable after the date of this Agreement on the confidential treatment request to be filed with the SEC and the redacted form or forms of this Agreement and/or Ancillary Agreements, as applicable, related thereto. In furtherance thereof, **** requested by any Party shall be included in such filing. The Parties will reasonably cooperate in responding promptly to any comments received from the SEC with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the another Party if such treatment is not achieved after the second round of responses to comments from the SEC.
Appears in 1 contract
Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)
Confidentiality; Press Releases. Neither Affiliate nor Network shall disclose (awhether orally or in writing, or by press release or otherwise) Each to any third party (other than each a “Disclosing Party”) agrees that it willparty's respective officers, directors and employees, in their capacity as such, and it will instruct in writing its their respective auditors and attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by such officers, directors, employees, auditors or attorneys), any information with respect to the terms and provisions of this Agreement, any information obtained in this subsection 1(a) will prohibit disclosure any inspection and/or audit of the other party's books and records, any information contained in any data or report required or delivered hereunder or any materials related thereto; and Network shall not use or disclose to any third party any information regarding Affiliate's promotion of a Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies, as well as the results therefrom, and any information regarding Affiliate's, any affiliate of Affiliate's or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the number of such Confidential Information: subscribers, including Alternative Technology subscribers except (as to all of the preceding): (i) by each to the extent necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation making such disclosure) and shall seek confidential treatment of its respective businesssuch information; (ii) by each party as part of its normal reporting or review procedure to its respective Advisors parent company, its auditors or its attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the extent that provisions of this Section 12 by such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concernedparent company, its auditors or attorneys; (iii) in connection with any legal order to enforce its rights or governmental proceedingperform its obligations pursuant to this Agreement provided that prior to such disclosure such party shall seek confidential treatment of such information; or and (iv) to any judicialif mutually agreed by Affiliate and Network, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable in advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic termsdisclosure, in writing. Notwithstanding anything to the contrary herein, Confidential Information Network shall not include information that: (i) at use or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such disclose information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party whether personally identifiable information or a third party; (iinot) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.
(b) Subject to sub-paragraph 8(a)(19), Company agrees that all information relating to the performance of Authorized Materials within the Services, including but not limited to analytical data and information concerning amounts paid or payable by Company hereunder shall constitute Confidential Information hereunder. Unless permitted in accordance with sub-section 1(a) above, sub-paragraph 8(a)(19) or otherwise explicitly approved under this Agreement, Company shall obtain Label’s prior written approval before disclosing such information to any third party regarding Affiliate's or class any affiliate of third partiesAffiliate's cable television subscribers or Alternative Technology subscribers (unless such information is obtained from the subscribers themselves in a communication that does not violate the provisions of Section 7(f) hereof) and shall not engage in any direct mailing or telephone solicitation, including but not limited for any purpose, to Label Artists and managers thereofcable television subscribers or Alternative Technology subscribers of Affiliate or any affiliate of Affiliate. This Section 12 shall survive, whether in response to any request indefinitely, the expiration or as part termination of any Company-created tool this Agreement regardless of the reason for such expiration or API. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatmenttermination.
(c) No press releases or other public statements are permitted without prior mutual written approval.
Appears in 1 contract
