Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein. (b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent. (c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 3 contracts
Samples: Purchase Agreement (Quotient LTD), Purchase Agreement, Purchase Agreement (Quotient LTD)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors Issuer and except as otherwise set forth in this Section 7.3, each Obligor the Issuer will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons Persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on in Schedule 1 to this Purchase Agreement1, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Issuer may disclose such information solely on a need-to-know basis and solely to their members, its directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein.
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the ObligorsIssuer, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the ObligorsIssuer, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 3 contracts
Samples: Purchase Agreement (Aquestive Therapeutics, Inc.), Purchase Agreement (Aquestive Therapeutics, Inc.), Purchase Agreement (Aquestive Therapeutics, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise expressly authorized in this Agreement or the other Transaction Documents or except with the prior written consent of the Disclosing Party, the Receiving Party hereby agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of the Disclosing Party; and (iii) it will not furnish or disclose to any Person any Confidential Information of the Disclosing Party.
(b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, the Receiving Party may, without the consent of the Disclosing Party, but with prior written notice when permissible to the Disclosing Party, furnish or disclose Confidential Information of the Disclosing Party to (i) the Receiving Party’s Affiliates and their respective Representatives, actual or potential financing sources, investors or co-investors and permitted assignees, Buyers, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in order to provide or evaluate the provision of financing to the Receiving Party or any of its Affiliates or to assist the Receiving Party in evaluating the transactions contemplated by this Agreement and the other Transaction Documents or in exercising its rights and remedies and performing its obligations hereunder and thereunder and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03; and (ii) permitted assignees, Buyers, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in connection with such actual or potential assignment, sale or transfer, including, following any such assignment, sale or transfer, in order to exercise their rights and remedies and perform their obligations under this Agreement and the other Transaction Documents and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03.
(c) In the event that the Receiving Party, its Affiliates or any of their respective Representatives is required by Law applicable law, applicable stock exchange requirements or legal or judicial or administrative proceedings process (including by oral questionsdeposition, interrogatoriesinterrogatory, requests request for information or documents, subpoena, civil investigation investigative demand or similar process) to furnish or the rules and regulations of disclose any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any portion of the Obligors and except Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party, as otherwise set forth in this Section 7.3promptly as practicable, each Obligor willwith written notice of the existence of, and will cause each of its Affiliates, directors, officers, employees, agents, representatives terms and similarly situated persons who receive such information circumstances relating to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by such requirement, so that the PurchaserDisclosing Party may seek, at its expense, a protective order or other appropriate remedy (and, if the Disclosing Party seeks such an order, the Receiving Party, such Affiliates or such Representatives, as well the case may be, shall provide, at their expense, such cooperation as the information on Schedule 1 such Disclosing Party shall reasonably require). Subject to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Receiving Party, such Affiliates or such Representatives, as the case may be, may disclose such information solely on a need-to-know basis that portion (and solely only that portion) of the Confidential Information of the Disclosing Party that is legally required to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing partiesbe disclosed; provided, however, that the Receiving Party, such Persons Affiliates or such Representatives, as the case may be, shall be informed exercise reasonable efforts (at their expense) to preserve the confidentiality of the Confidential Information of the Disclosing Party, including by obtaining reliable assurance that confidential nature of such information and shall treatment will be obligated to keep accorded any such Confidential Information and disclosed. Notwithstanding anything to the contrary contained in this Agreement or any of the other information confidential pursuant Transaction Documents, in the event that the Receiving Party or any of its Affiliates receives a request from an authorized representative of a U.S. or foreign tax authority for a copy of this Agreement or any of the other Transaction Documents, the Receiving Party or such Affiliate, as the case may be, may provide a copy hereof or thereof to obligations such tax authority representative without advance notice to, or the consent of, the Disclosing Party; provided, however, that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with written notice of confidentiality no less onerous than those set forth hereinsuch disclosure as soon as practicable.
(bd) The Purchaser acknowledges that it will notNotwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, after the execution Receiving Party may disclose the Confidential Information of the Disclosing Party, including this Purchase Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Receiving Party’s rights hereunder or thereunder.
(e) Neither Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the Transaction Documents extent that any such release or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as disclosure is required by applicable Law or judicial or administrative proceedings (law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities applicable stock exchange or trading system or by any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligorscompetent jurisdiction, in no event which case, the Party proposing (or whose Affiliate proposes) to issue such press release or make such public disclosure shall use commercially reasonable efforts to consult in good faith with the Purchaser’s name (in any variation) be used in any other Party regarding the form and content thereof before issuing such press release or making such public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentannouncement.
(cf) Except as required by applicable Law with respect to Buyer’s internal communications or judicial or administrative proceedings (by oral questionsprivate communications with its Representatives, interrogatoriesBuyer shall not, requests for information or documentsand shall cause its Representatives, subpoena, civil investigation demand or similar process) or the rules its Affiliates and regulations of any securities exchange or trading system or any Governmental Authority or pursuant its Affiliates’ Representatives not to requests from regulatory agencies having oversight over any make use of the Obligorsname, neither the Issuer nor nickname, trademark, logo, service mxxx, trade dress or other name, term, mxxx or symbol identifying or associated with any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, Seller without the such Sellers’ prior written consent to the specific use in question; provided that the consent of such shareholderSeller shall not be required with respect to publication of such Seller’s name and logos in Buyer’s promotional materials, memberincluding without limitation the websites for Buyer and its Affiliates consistent with its use of other similarly situated Third Parties’ names and logos.
(g) Buyer and each Seller hereby (i) agree that, director or Affiliatenotwithstanding the terms thereof, the Confidentiality Agreement is hereby terminated and (ii) acknowledge that this Agreement shall supersede such Confidentiality Agreement with respect to the treatment of Confidential Information by the Parties (including, without limitation, with regard to Confidential Information previously provided pursuant to such Confidentiality Agreement).
Appears in 2 contracts
Samples: Royalty Interest Acquisition Agreement (Healthcare Royalty, Inc.), Royalty Interest Acquisition Agreement (Healthcare Royalty, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.35.01, each Obligor any party who is provided or furnished with any Confidential Information (the “Recipient”) will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information Confidential Information to, treat and hold as confidential and not disclose to any Person or Governmental Authority any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreementother Party, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Recipient may disclose such information solely on a need-to-know basis and solely to their its members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trusteestrustees and representatives (and, in the case of the Purchaser, also its actual and potential partners or equityholders (or their potential transferees), investors (including any holder of debt securities of the Purchaser and its agents and representatives, investors), co-investors, insurers, insurers and insurance brokers, underwriters and financing parties) and potential transferees of the Purchased Interest; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein. Other than information (whether part of a report, notice or otherwise) specifically required to be provided by Vertex to the Purchaser under this Agreement, Vertex agrees not to provide the Purchaser with any Confidential Information without the prior written consent of the Purchaser. Notwithstanding anything else to the contrary contained in this Agreement, if Vertex’s compliance with the prior sentence not to provide the Purchaser with Confidential Information (other than with respect to information specifically required to be provided by Vertex to the Purchaser under this Agreement) causes Vertex to be in breach of another provision of this Agreement, Vertex shall not be deemed to be in breach of such provision.
(b) The Vertex and the Purchaser acknowledges acknowledge that it each party hereto will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a an public announcement or filing, without the Issuer’s Purchaser or Vertex, as applicable, having a reasonable prior written consent (opportunity to review such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or filing by the other party. Any public disclosure regarding the transactions contemplated by the Transaction Documents shall be in any type of mail or electronic distribution intended for an audience that is not solely limited a form mutually acceptable to the Affiliates Purchaser and Vertex. Either party hereto may, after compliance with the foregoing obligations, thereafter disclose any information contained in such public announcement or filing at any time without the consent of the Issuer, without the Purchaser’s written consentother party hereto.
(c) Except as required by applicable Law law, rule or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligorsregulation, neither the Issuer Vertex nor any of its Affiliates shall disclose to any Person, Person or Governmental Authority or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
(d) Notwithstanding anything to the contrary in this Agreement, Vertex shall have no obligation under this Agreement to provide the Purchaser with any information (whether part of a report, notice or otherwise) if disclosure by Vertex to the Purchaser of such information would constitute a breach by Vertex of any confidentiality obligation to Xxxxxxx or any other Person pursuant to the Xxxxxxx Agreement, as in effect on the date hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Vertex Pharmaceuticals Inc / Ma), Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of the SEC or any securities exchange or trading system or by the FDA or any other Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished by the Seller to it by the Purchaser, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by the Purchaser and to use any such Confidential Information and other information shall be used by the Purchaser only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose (i) such information solely on a need-to-know basis to its Affiliates, actual and solely to their memberspotential partners, directors, employees, managers, officers, agents, brokers, investors (including any holder of debt securities of the Purchaser and such holder’s advisors, lawyers, bankers, trustees, agents and representatives, investors), co-investors, insurers, insurers and insurance brokers, underwriters and underwriters, financing parties, equity holders, brokers, bankers and trustees and to its and its Affiliates’ accountants, advisors, lawyers and representatives; provided, however, that such Persons Person(s) shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous in the aggregate than those set forth hereinout herein or shall have executed and delivered a confidentiality agreement in form and substance reasonably acceptable to the Seller; and (ii) the Purchase Price and the amount and nature of the Purchased Assets in the footnotes to the Purchaser’s financial statements, to the extent so required by the Purchaser’s independent accountants, and comparable disclosure in the Purchaser’s unaudited financial statements. The foregoing obligations shall expire on the second anniversary of the expiration or termination of the License Agreement in its entirety. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(b) The Seller and the Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents in the form mutually agreed upon by the Seller and Purchaser. The Seller and the Purchaser agree that, after the Closing Date, public announcements may be issued in the form of press release agreed upon by Seller and Purchaser, and in disclosures contained in documents to be filed with or reference furnished to the SEC, in each case subject to the Purchaser or describe the Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a public announcement form mutually acceptable to the Purchaser and the Seller, and either party hereto may thereafter disclose any information contained in such press release or filing, SEC documents at any time without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentother party hereto.
(c) Except as required by applicable Law Notwithstanding Section 5.2(b), specific aspects or judicial details of Confidential Information shall not be deemed to be within the public domain or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or in the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any possession of the Obligors, neither receiving party merely because the Issuer nor any of its Affiliates shall disclose to any Person, Confidential Information is embraced by more general information in the public domain or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates possession of the Purchaserreceiving party. Further, without any combination of Confidential Information shall not be considered in the prior written consent public domain or in the possession of the receiving party merely because individual elements of such shareholder, member, director Confidential Information are in the public domain or Affiliatein the possession of the receiving party unless the combination and its principles are in the public domain or in the possession of the receiving party.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Opiant Pharmaceuticals, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) expressly authorized in this Agreement or the rules and regulations other Transaction Documents or except with the prior written consent of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any Seller, Purchaser hereby agrees that (i) it will use the Confidential Information of Seller solely for the purpose of the Obligors transactions contemplated by this Agreement and except as otherwise the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of Seller; and (iii) it will not furnish or disclose to any Person any Confidential Information of Seller.
(b) Notwithstanding anything to the contrary set forth in this Section 7.3Agreement or any other Transaction Document, each Obligor willPurchaser may, without the consent of Seller, furnish or disclose Confidential Information of Seller to Purchaser’s Affiliates and will cause each of its Affiliatesand their actual and potential partners, directors, officers, employees, managers, officers, investors, co-investors, partners, financing parties, bankers, agents, consultants, advisors, insurers, rating agencies, self-regulatory organizations, trustees and representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely (“Representatives”) on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations the terms of confidentiality no less onerous than those set forth hereinthis Section 5.02. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, nonpublic information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.
(bc) The In the event that Purchaser, its Affiliates or their respective Representatives are required by applicable law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of Seller, Purchaser acknowledges shall, to the extent practicable and legally permitted, provide Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that Seller may seek a protective order or other appropriate remedy, at Seller’s expense (and, if Seller seeks such an order, Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at Seller’s expense, such cooperation as Seller shall reasonably require). Subject to the foregoing, Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of Seller that is legally required to be disclosed; provided, however, that Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at Seller’s expense) to preserve the confidentiality of the Confidential Information of Seller, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed.
(d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, Purchaser may disclose the Confidential Information of Seller, as the case may be, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Purchaser’s rights hereunder or thereunder; provided that, Purchaser shall only disclose that portion of the Confidential Information that its counsel advises that it is legally required to disclose and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents. In any event, Purchaser will not oppose action by Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information in the event that confidential treat cannot be obtained by Purchaser.
(e) Subject to Section 5.02(d), each of Seller and Purchaser shall not, after and shall cause their respective Affiliates not to, without the execution prior written consent of this Purchase Agreementthe other party, issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the Transaction Documents extent that any such release or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as disclosure is required by applicable Law law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority of competent jurisdiction, including in connection with such party’s filings with the Securities and Exchange Commission, its successor or pursuant to requests from regulatory agencies having oversight over any of the Obligorsforeign equivalent, in no event which case, Seller Parent, Seller, Purchaser or their respective Affiliates, as the case may be, shall use commercially reasonable efforts to consult in good faith with the Purchaser’s name (other party regarding the form and content thereof before issuing such press release or making such public announcement; provided however, that once a party consults with the other parties regarding a release or disclosure, such party may continue to make substantially similar releases or discloses in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, future without the Purchaser’s written consentneed to consult the other parties.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 2 contracts
Samples: Royalty Purchase Agreement (Healthcare Royalty, Inc.), Royalty Purchase Agreement (Healthcare Royalty, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.35.03(b), each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserBuyer to any Dyax Entity or by any Dyax Entity to the Buyer in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by the recipient thereof, and to use any such Confidential Information and other information shall be used by the recipient thereof only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, each Dyax Entity and the Obligors Buyer may disclose such information solely on a need-to-know basis and solely to their memberspartners, directors, employees, managers, officers, agentsactual and potential investors, brokersunderwriters, rating agencies, permitted assignees and sources of finance and bankers, advisors, lawyerstrustees and representatives (including, bankersfor the avoidance of doubt, trusteesin any private placement memorandum, representativesoffering memorandum or other offering document prepared in connection with an offering of securities backed by, investorsamong other things, cothe Royalty Interests under Rule 144A of the Securities Act) on a need-investorsto-know basis, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant according to obligations at least a reasonable standard of confidentiality no less onerous than those set forth hereinconfidentiality.
(b) The Purchaser acknowledges that it will not, after the execution Parties’ obligations of this Purchase Agreement, make a public announcement or filing confidentiality and non-use with respect to Confidential Information shall not apply to information which (i) is or becomes generally available to the transactions contemplated public other than as a result of a disclosure directly or indirectly by the Transaction Documents receiving party, (ii) was within the receiving party’s possession prior to it being furnished to the receiving party, provided that such information is not subject to another confidentiality agreement with or reference other contractual, legal or describe such transactions in fiduciary obligation of confidentiality to the receiving party, (iii) becomes available to the receiving party on a public announcement or filingnon-confidential basis from a person who is not, without to the Issuerreceiving party’s prior written consent knowledge, otherwise bound by an obligation of confidentiality, (such consent not iv) is required to be unreasonably withhelddisclosed in any document to be filed with any Government Authority or (v) is required to be disclosed under securities laws, delayed rules and regulations applicable to the Dyax Entity or conditioned). the Buyer, as the case may be, provided, however, that if a Party is required to make any such disclosure of the other Party’s Confidential Information pursuant to clauses (iv) or (v) above, it shall give reasonable advance notice to the other Party of such disclosure requirement and shall use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such information required to be disclosed.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filingGovernment Authority, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without except with the prior written consent of the other parties (such shareholderconsent not to be unreasonably withheld or delayed), memberneither the Buyer nor any of Dyax shall issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided, director however that Dyax and the Buyer shall, on or Affiliateprior to the Closing, upon the form and content of an initial press release to be issued by each of Dyax and the Buyer following the Closing.
(d) Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kinds, the tax treatment and tax structure of the transactions contemplated by this Agreement or any other Transaction Document and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such tax treatment and tax structure.
Appears in 2 contracts
Samples: Royalty Interest Purchase Agreement (Dyax Corp), Royalty Interest Purchase Agreement (Dyax Corp)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law applicable Laws or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors either Obligor and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons Persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement1, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors each Obligor may disclose such information solely on a need-to-know basis and solely to their its members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, potential investors, co-investors, potential co-investors, acquirers, potential acquirers, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein.
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as otherwise required by applicable Law Laws or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligorseither Obligor, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentObligors.
(c) Except as required by applicable Law Laws or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligorseither Obligor, neither the Issuer Obligor nor any of its respective Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for In handling any confidential information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth their Subsidiaries, Purchaser Agent and the Purchasers shall exercise the same degree of care that they exercise for their own proprietary information (but in no event less than a reasonable standard of care), but disclosure of information may be made: (a) subject to the terms and conditions of this Section 7.3Agreement, each Obligor will, to the Purchasers’ and will cause each of its Purchaser Agent’s Subsidiaries or Affiliates, directorsor, officersso long as such Persons are subject to customary confidentiality obligations, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with a Purchaser’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in the preceding clause (a)) or purchasers of any interest in the Revenue Interests (provided that, the Purchasers and Purchaser Agent shall obtain such prospective transferee’s or purchaser’s agreement to the terms of this Purchase Agreement provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Purchasers’ or Purchaser Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Purchaser Agent reasonably considers appropriate in exercising remedies under the Transaction Documents; (f) to third party service providers of the Purchasers and/or Purchaser Agent so long as such service providers are subject to confidentiality obligations with terms at least as restrictive as those contained herein; or (g) to any actual or potential investors, members, and partners of Purchaser Agent or any other Transaction Document and the transactions contemplated hereby and therebyPurchaser or their Affiliates so long as such Persons are subject to confidentiality obligations with terms at least as restrictive as those contained herein. Notwithstanding the foregoing, in the Obligors may disclose event a party is required to make a disclosure of another party’s confidential information pursuant to (c) or (d) of the foregoing sentence, it will, except where illegal or impracticable, give reasonable advance notice to the other party of such disclosure and use commercially reasonable efforts to secure confidential treatment of such information. Confidential information solely does not include information that either: (i) is in the public domain or in the Purchasers’ and/or Purchaser Agent’s possession on a neednon-to-know confidential basis and solely when disclosed to their membersthe Purchasers and/or Purchaser Agent, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed or becomes part of the public domain after disclosure to the Purchasers and/or Purchaser Agent; or (ii) is disclosed to the Purchasers and/or Purchaser Agent by a third party on a non-confidential nature basis, if the Purchasers and/or Purchaser Agent does not know that the third party is prohibited from disclosing the information. Subject to the foregoing, Purchaser Agent and the Purchasers may use confidential information for any purpose, including, without limitation, the development of such information client databases, reporting purposes, market analysis and enforcement of its rights and remedies under the Transaction Documents. The provisions of the immediately preceding sentence shall be obligated to keep such Confidential Information survive the termination of this Agreement. The agreements provided under this Section 5.04 supersede all prior agreements, understanding, representations, warranties, and other information confidential pursuant to obligations negotiations between the parties about the subject matter of confidentiality no less onerous than those set forth hereinthis Section 5.04.
(b) The On the Closing Date, the Obligors shall issue the Press Release. After the Closing Date, Purchaser acknowledges that it will not, after Agent and any Purchaser may disclose the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions transaction contemplated by the Transaction Documents on its website and in marketing materials (which may include use of logos of one or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any more of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent).
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Samples: Revenue Interest Purchase Agreement (Humacyte, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (Applicable Law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or by the FDA or any other Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished by the Seller to it by the Purchaser, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase Agreementand Sale Agreement and any other Transaction Document (collectively, the “Covered Information”), shall be kept confidential by the parties hereto and to use any such Confidential Information and other information shall be used by the parties only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, each of the Obligors parties hereto may disclose such information solely on a need-to-know basis to (i) its actual and solely to their memberspotential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of such party and such holder’s advisors, agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, lenders, bankers, trusteestrustees and representatives and (ii) third parties in order to comply with any Applicable Law, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties(solely with respect to the Purchaser) only after compliance with Section 5.2(b); provided, however, that such Persons listed in clause (i) above shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth out herein.
(b) The Purchaser acknowledges In the event that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as i) either party is required by applicable Applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over disclose any of the Obligorsterms, in no event shall conditions and provisions of this Purchase and Sale Agreement and any other Transaction Document or (ii) the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that Purchaser is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system to disclose any other Covered Information, such party will notify the non-disclosing party promptly (unless such notice is prohibited by Applicable Law) so that the non-disclosing party may seek, at its own expense, a protective order or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any other appropriate remedy or, in the sole discretion of the Obligorsnon-disclosing party, neither waive compliance with the Issuer nor any terms of its Affiliates this Section 5.2. In addition, the Seller will consult with the Purchasers in connection with the Seller’s seeking confidential treatment from the Securities and Exchange Commission of the relevant provisions of this Purchase and Sale Agreement to the extent possible under the rules of the Securities and Exchange Commission, and will provide the Purchaser with a reasonable opportunity to comment on such confidential treatment request; provided, however, that the final decision as to disclosure of the terms of this Purchase and Sale Agreement with the Securities and Exchange Commission shall disclose to any Personbe in the sole discretion of the Seller. In the event that no such protective order or other remedy is obtained, or use or include the non-disclosing party does do not waive in writing compliance with the terms of this Section 5.2, the disclosing party will (i) furnish only that portion of the Covered Information that it is advised by counsel (which may be internal counsel) is legally required and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Covered Information and (ii) provide the Seller with written notice of such disclosure promptly, but in any case, no later than three (3) days following such disclosure (unless such notice is prohibited by Applicable Law).
(c) The Seller and the Purchaser acknowledge that each party hereto may, after execution of this Purchase and Sale Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. The Seller and the Purchaser agree that, after the execution of this Purchase and Sale Agreement, public announcements may be issued in the form of one or more press releases, and in disclosures contained in documents to be filed with or furnished to the Securities and Exchange Commission, in each case subject to the Purchaser or the Seller having a reasonable prior opportunity to review such public announcement, and either party hereto may thereafter disclose any public filinginformation contained in such press release or Securities and Exchange Commission documents at any time without the consent of the other party hereto. Notwithstanding the foregoing, the identity Seller shall have sole discretion in determining the contents of any shareholders, members, directors disclosure materials with respect to the transactions contemplated by the Transaction Documents that the Seller files or Affiliates of furnishes to the Purchaser, without the prior written consent of such shareholder, member, director or AffiliateSecurities and Exchange Commission.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aquestive Therapeutics, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.35.04(b), each Obligor willall information furnished by Assignees to either Assignor or Guilford or by either Assignor or Guilford to Assignees, and will cause each of its Affiliatesincluding the Confidential Information, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the recipient thereof, and shall be used by the recipient thereof only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, except to the extent that such information (i) is already known by the party to whom the information is disclosed or is already in the public domain at the time the information is disclosed, (ii) thereafter becomes lawfully obtainable from other sources, (iii) is required to be disclosed in any document to be filed with any Government Authority, or (iv) is required to be disclosed under securities laws, rules and regulations applicable to Assignor, Guilford or Assignees, as the case may be, or pursuant to the rules and regulations of the Nasdaq Stock Market or any other stock exchange or stock market on which securities of Guilford may be listed for trading. Notwithstanding the foregoing, the Obligors Assignor, Guilford and Assignees may disclose such information solely on a need-to-know basis and solely to their memberspartners, directors, employees, managers, officers, agentsinvestors, brokersbankers, advisors, lawyerstrustees and representatives on a need-to-know basis, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations the terms of confidentiality no less onerous than those set forth hereinthis Section 5.04(a).
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Government Authority with similar regulatory authority, or pursuant to requests from regulatory agencies having oversight over any except with the prior written consent of the Obligorsother party (which consent shall not be unreasonably withheld), in no event neither party shall the Purchaser’s name (in issue any variation) be used in press release or make any other public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited disclosure with respect to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) transactions contemplated by this Agreement or any other Transaction Document. Except as otherwise required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Government Authority with similar regulatory authority, (i) Assignor, Guilford and the Assignees, on or pursuant prior to requests from regulatory agencies having oversight over any the Closing, shall agree upon the form and content of the Obligorsinitial press release by Guilford with respect to the Transaction, neither (ii) Assignor, Guilford and the Issuer nor Assignees, shall agree upon the form of the initial SEC filings by Guilford with respect to the Transaction, (iii) any subsequent disclosures by Guilford or Assignor with respect to the Transaction shall, except as otherwise agreed by Assignees in writing, be substantially consistent with the disclosures described in clauses (i) and (ii) above, and (iv) Guilford and Assignor shall consider the good faith comments made by Assignees in Guilford's confidential treatment request to the SEC regarding the Transaction Documents.
(c) Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of its Affiliates shall such party) may disclose to any Personand all persons, or use or include in without limitation of any public announcement kinds, the tax treatment and tax structure of the transactions contemplated by this Agreement or any public filing, the identity other Transaction Document and all materials of any shareholders, members, directors or Affiliates of kind (including opinions and other tax analyses) that are provided to the Purchaser, without the prior written consent of party relating to such shareholder, member, director or Affiliatetax treatment and tax structure.
Appears in 1 contract
Samples: Revenue Interest Assignment Agreement (Guilford Pharmaceuticals Inc)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) expressly authorized in this Agreement or the rules other Transaction Documents, and regulations of subject to Section 5.02(j), each Purchaser hereby agrees to, and to cause any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any Purchaser Director it designates to, (i) use the Confidential Information solely for the purpose of the Obligors transactions contemplated by this Agreement and except the other Transaction Documents and as otherwise set forth necessary in this Section 7.3, each Obligor will, exercising its rights and will cause each of remedies and performing its Affiliates, directors, officers, employees, agents, representatives obligations hereunder and similarly situated persons who receive such information to, treat and hold as thereunder; (ii) keep confidential and the Confidential Information; (iii) not furnish or disclose to any Person any Confidential Information; (iv) not make use of the trademark, logo, service xxxx, trade dress or other xxxx or symbol identifying or associated with the Licensed Products, any manufacturer, distributor or supplier of the Licensed Products, and all (v) take the same commercially reasonable steps to protect the Confidential Information furnished as its takes to it by protect its own proprietary and confidential information. Notwithstanding anything to the Purchaser, as well as the information on Schedule 1 to contrary set forth in this Purchase Agreement, the parties acknowledge and to use any such agree that Confidential Information and (other than Almirall Proprietary Information that does not fall within any of the exclusions set forth in Section 7.1(a)-(d) of the License Agreement) shall not include any information only to the extent it can be established by competent written records (A) is, at the time of disclosure, or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of Purchaser or a Purchaser Director in connection with breach of the obligations under this Purchase Agreement and any other Transaction Document and Section 5.02, (B) was known to Purchaser or a Purchaser Director at the transactions contemplated hereby and thereby. Notwithstanding time of disclosure to Purchaser or a Purchaser Director, (C) is, at the foregoingtime of disclosure, the Obligors may or thereafter becomes, known to Purchaser or a Purchaser Director from a source that had a lawful right to disclose such information solely on to others or (D) was independently developed by Purchaser or a need-to-know basis Purchaser Director without use or reference to any Confidential Information.
(b) Notwithstanding anything to the contrary set forth in this Agreement other than Section 5.02(j), each Purchaser may, without the consent of Seller or Parent, (i) furnish or disclose Confidential Information of Seller or Parent (for the avoidance of doubt, other than Almirall Proprietary Information, which is addressed in Section 5.02(j)) to its or any of its Affiliates’ actual and solely to their memberspotential partners, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, howeverbankers, lenders, advisors, trustees and representatives (“Representatives”) on a need-to-know basis provided that such Persons shall be informed of the confidential nature of such information and such Persons shall be obligated under confidentiality and non-use obligations with respect to keep such information on terms substantially similar to this Section 5.02 for a period of at least three (3) years following the end of the Term, (ii) furnish or disclose Confidential Information of Seller or Parent (for the avoidance of doubt, other than Almirall Proprietary Information, which is addressed in Section 5.02(j)) to any potential or actual purchaser, transferee or assignee (including non-Affiliates) of all or any portion of the Purchased Interest to whom Purchaser is entitled to sell, transfer pledge or assign the Purchased Interest (or portion thereof) under Sections 8.04(a) and (b) of this Agreement provided that such potential or actual purchaser, transferee or assignee shall be informed of the confidential nature of such information and such potential or actual purchaser, transferee or assignee shall be under confidentiality and non-use obligations with respect to such information on terms substantially similar to this Section 5.02 for a period of at least three (3) years following the end of the Term, and (iii) include disclosure of the Purchase Price and the amount and nature of the Purchased Interests in the footnotes to Purchaser’s or any of its Affiliates’ financial statements, to the extent so required by Purchaser’s independent accountants, or include comparable disclosure in Purchaser’s or any of its Affiliates’ unaudited quarterly financial statements provided that the recipients of such financial statements shall be under confidentiality obligations with respect to such information. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.
(c) In the event that a Purchaser, its Affiliates or their respective Representatives are required by Applicable Law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of Seller or Parent (for the avoidance of doubt, other than Almirall Proprietary Information), Purchaser shall, to the extent legally permitted, provide Seller or Parent, as applicable, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that Seller or Parent, as applicable, may seek a protective order or other appropriate remedy (and, if Seller or Parent seeks such an order, Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at Seller’s or Parent’s expense, such cooperation as Seller or Parent shall reasonably require). Subject to the foregoing, Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of Seller or Parent that is legally required to be disclosed; provided, however, that Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at Seller’s or Parent’s expense) to obtain reliable assurance that confidential treatment will be accorded any such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinSeller or Parent disclosed.
(bd) The Notwithstanding anything to the contrary contained in this Agreement other than Section 5.02(j), each Purchaser acknowledges may disclose the Confidential Information of Seller or Parent (for the avoidance of doubt other than Almirall Proprietary Information which is addressed in Section 5.02(j)), including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Purchaser’s rights hereunder or thereunder; provided that, Purchaser shall only disclose that portion of such Confidential Information of Seller or Parent that its counsel advises that it is legally required to disclose and is necessary to disclose to enforce or perfect its rights and remedies hereunder and thereunder, and will notexercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of such Confidential Information of Seller or Parent that is being disclosed, after including requesting confidential treatment of information in the execution Transaction Documents (for purposes of this Purchase Agreementclarity, make a public announcement or filing Purchasers shall not be required to seek confidential treatment with respect to any financing statements permitted under Section 2.01(c) or (e), but the forms of such initial financing statements will be provided to Seller for approval prior to filing, which shall not be unreasonably withheld). In any such event, Purchasers will not oppose action by Seller or Parent to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Confidential Information of Seller or Parent so disclosed.
(e) [RESERVED]
(f) In addition, Seller and Parent consent and agree that Purchasers may publicly disclose the transaction contemplated by this Agreement as may be required under Applicable Law, including under the Securities Exchange Act of 1934, as amended, or as may be required under applicable stock exchange rules. Prior to any public disclosure by any of the Purchasers pursuant to this Section 5.02(f), the applicable Purchaser or Purchasers will provide a draft of the proposed public disclosure to Seller and Parent for prior approval, which shall not be unreasonably withheld.
(g) Except as set forth below, the Parties’ obligations under this Section 5.02 shall remain in effect during the Term and shall continue until the three (3) year anniversary of the end of the Term; provided, however, that for any and all trade secrets, the Parties’ obligations under this Section 5.02 shall remain in effect during the Term and shall continue for so long as such information qualifies as a trade secret under applicable federal and/or state law.
(h) Parent, Seller and Purchasers shall agree on the initial public announcement of the transactions contemplated by the Transaction Documents. Parent and Seller may thereafter make such further public announcement regarding the transactions contemplated by the Transaction Documents or reference or describe as is it wishes. Purchasers shall be permitted to make such transactions in a further disclosures as is consistent with such initial public announcement or filing, without the Issuerprior public announcements by Seller or with Parent’s and Seller’s prior written consent (such consent not to be unreasonably withheld, delayed withheld or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentdelayed.
(ci) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or The confidentiality provisions set forth in this Section 5.02 supersede the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any provisions of the ObligorsSagard Confidentiality Agreement and the Oaktree Confidentiality Agreement in all respects, neither the Issuer nor any of its Affiliates shall disclose and all Confidential Information disclosed to any Person, or use or include in any public announcement or any public filingPurchaser prior to the Closing Date shall be instead treated as Confidential Information under this Section 5.02. Upon Closing, the identity of any shareholders, members, directors or Affiliates of Sagard Confidentiality Agreement and the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.Oaktree Confidentiality Agreement shall immediately terminate and shall have no further force and effect
Appears in 1 contract
Samples: Revenue Interest Purchase Agreement (Athenex, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required All information furnished by Law or judicial or administrative proceedings (by oral questionsOmeros to Vulcan, interrogatoriesincluding the Confidential Information, requests for information or documents, subpoena, civil investigation demand or similar process) or in connection with this Agreement and any other Transaction Document and the rules transactions contemplated hereby and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaserthereby, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by Vulcan, and to use any such Confidential Information shall be used by Vulcan and other information its Affiliates only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors (i) Vulcan may disclose such information solely on a need-to-know basis and solely to their membersits partners, directors, employees, managers, officersofficers and Affiliates, agentsand to its actual or potential auditors, brokersassignees, investors, bankers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters trustees and other financing partiesparties and participants and its respective representatives and counsel; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant in a manner consistent with the terms of this Section 5.05(a) and that Vulcan shall take, and shall require such Persons to obligations take, reasonable steps to prevent any unauthorized use or disclosure of any such information, and (ii) the foregoing restrictions shall not apply to information that (A) is already in the public domain at the time the information is disclosed (other than as a result of its improper disclosure by Vulcan, its Affiliates or representatives), (B) thereafter becomes lawfully obtainable from other sources who are not under an obligation of confidentiality no less onerous than those set forth hereinand are not † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION otherwise prohibited from disclosing such information by a contractual, legal or fiduciary obligation, or (C) is required to be disclosed in any document filed with any Governmental Authority.
(b) The Purchaser acknowledges that it will notExcept as required by law or the rules and regulations of any Governmental Authority, after or except with the execution prior written consent of this Purchase AgreementOmeros (which consent shall not be unreasonably withheld or delayed), Vulcan shall not issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, the Products or the Platform. There shall be no restrictions on the ability of Omeros to issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Documents Document or reference or describe such transactions in a public announcement or filingotherwise; provided, without however, that Omeros shall obtain the Issuer’s prior written consent (such of Vulcan to the press release announcing the transactions contemplated by this Agreement intended for dissemination promptly following the Closing, which consent shall not to be unreasonably withheld; provided, delayed or conditioned). Except further, that except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange Governmental Authority, Omeros will not issue any press release or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in make any public announcement or filing, or disclosure (other than that referenced in any type of mail or electronic distribution intended for an audience that is not solely limited the immediately prior proviso) with respect to the Affiliates of the Issuer, Vulcan without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or AffiliateVulcan.
Appears in 1 contract
Samples: Platform Development Funding Agreement (Omeros Corp)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all All Confidential Information furnished to it by the Purchaser, as well as Purchaser Agent or any Purchaser to the information on Schedule 1 Company or by the Company to this Purchase Agreement, and to use the Purchaser Agent or any such Confidential Information and other information only Purchaser in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the Company, the Purchaser Agent and the Purchasers. Notwithstanding the foregoing, the Obligors Company, the Purchaser Agent and the Purchasers may disclose such information solely on a need-to-know basis and solely Confidential Information to their memberspartners, directors, employees, managers, officers, agentsinvestors, brokersbankers, advisors, lawyers, bankers, trustees, trustees and representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential on the same terms and conditions as the terms of this Section 5.04(a); provided, further, that unless a Put Option Event, or any event that with the giving of notice or passage of time would constitute a Put Option Event, has occurred and is continuing, no such disclosure shall be made to any Disqualified Person. The Company will consult with the Purchaser Agent, and the Purchaser Agent will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. Notwithstanding the foregoing, the foregoing restrictions shall not apply to information that (A) is already in the public domain at the time the information is disclosed (other than as a result of its improper disclosure by the Company, the Purchaser Agent, any Purchaser or their respective Affiliates and representatives), (B) thereafter becomes lawfully obtainable from other sources who are not under an obligation of confidentiality and are not otherwise prohibited from disclosing such information by a contractual, legal or fiduciary obligation, (C) is required to be disclosed (i) in any document filed with any Governmental Authority, (ii) to any regulatory authority who has jurisdiction or supervisory oversight over the Purchaser Agent or any Purchaser and/or their respective Affiliates, whether pursuant to an exam, audit, inquiry, request or general supervisory oversight, or (iii) pursuant to a subpoena or order of a court or in connection with any judicial, administrative or legal proceeding or otherwise required by law (provided that in the case of this clause (iii), to the extent legally permissible, the party receiving such Confidential Information and subject to such disclosure requests promptly notifies the disclosing party thereof and uses reasonable efforts to cooperate at the disclosing party’s cost and expense to obtain an order or other information reliable assurance that confidential treatment will be accorded to the Confidential Information so disclosed so long as such reasonable cooperation does not cause the receiving party to be in violation of the terms of any law, rule or regulation), or (D) is required to be disclosed under securities laws, rules and regulations applicable to the Company or pursuant to obligations the rules and regulations of confidentiality no less onerous than those set forth hereinany securities exchange or trading system on which securities of the Company may be listed for trading. Each Purchaser acknowledges that information provided pursuant to the Transaction Documents may include material non-public information and acknowledges it responsibilities under applicable securities laws in respect thereof.
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Authority with similar regulatory authority, or pursuant to requests from regulatory agencies having oversight over any except with the prior written consent of the Obligorsother party (which consent shall not be unreasonably withheld), in no event party shall the Purchaser’s name (in issue any variation) be used in press release or make any other public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited disclosure with respect to the Affiliates of transactions contemplated by this Agreement or any other Transaction Document; provided, however, that the Issuer, without Company and the Purchaser’s written consentPurchaser Agent shall jointly prepare a press release for dissemination promptly following the Effective Date. The Company and the Purchasers (and their investors) shall have the right to make subsequent public disclosures consistent therewith (including such investors’ participation in the transactions contemplated by the Transaction Documents).
(c) Except The rights to review, consult with or consent, as required by applicable Law or judicial or administrative proceedings (by oral questionsand as set forth in this Section 5.04, interrogatorieswith respect to any disclosures shall only apply for the first time that specific information is to be disclosed, requests for and shall not apply to the subsequent disclosure of substantially similar information or documents, subpoena, civil investigation demand or similar process) or that has previously been disclosed unless there have been material changes in the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any disclosure since the date of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliateprevious disclosure.
Appears in 1 contract
Samples: Revenue Interest Purchase Agreement (Esperion Therapeutics, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of the SEC or any securities exchange or trading system or by the FDA or any other Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished by the Seller to it by the Purchaser, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by the Purchaser and to use any such Confidential Information and other information shall be used by the Purchaser only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose (i) such information solely on a need-to-know basis to its Affiliates, actual and solely to their memberspotential partners, directors, employees, managers, officers, agents, brokers, investors (including any holder of debt securities of the Purchaser and such holder’s advisors, lawyers, bankers, trustees, agents and representatives, investors), co-investors, insurers, insurers and insurance brokers, underwriters and underwriters, financing parties, equity holders, brokers, bankers and trustees and to its and its Affiliates’ accountants, advisors, lawyers and representatives; provided, however, that such Persons Person(s) shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous in the aggregate than those set forth hereinout herein or shall have executed and delivered a confidentiality agreement in form and substance reasonably acceptable to the Seller; and (ii) the Purchase Price and the amount and nature of the Purchased Assets in the footnotes to the Purchaser’s financial statements, to the extent so required by the Purchaser’s independent accountants, and comparable disclosure in the Purchaser’s unaudited financial statements. The foregoing obligations shall expire on the second anniversary of the expiration or termination of the License Agreement in its entirety.
(b) The Seller and the Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents in the form mutually agreed upon by the Seller and Purchaser. The Seller and the Purchaser agree that, after the Closing Date, public announcements may be issued in the form of press release agreed upon by Seller and Purchaser, and in disclosures contained in documents to be filed with or reference furnished to the SEC, in each case subject to the Purchaser or describe the Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a public announcement form mutually acceptable to the Purchaser and the Seller, and either party hereto may thereafter disclose any information contained in such press release or filing, SEC documents at any time without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentother party hereto.
(c) Except as required by applicable Law Notwithstanding Section 5.2(b), specific aspects or judicial details of Confidential Information shall not be deemed to be within the public domain or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or in the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any possession of the Obligors, neither receiving party merely because the Issuer nor any of its Affiliates shall disclose to any Person, Confidential Information is embraced by more general information in the public domain or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates possession of the Purchaserreceiving party. Further, without any combination of Confidential Information shall not be considered in the prior written consent public domain or in the possession of the receiving party merely because individual elements of such shareholder, member, director Confidential Information are in the public domain or Affiliatein the possession of the receiving party unless the combination and its principles are in the public domain or in the possession of the receiving party.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) expressly authorized in this Agreement or the rules other Transaction Documents or except with the prior written consent of Seller Parent, Purchaser hereby agrees that (i) it will use the Confidential Information of the Seller Parties solely for the purpose of the transactions contemplated by this Agreement and regulations the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of the Seller Parties; and (iii) it will not furnish or disclose to any securities exchange or trading system or Person any Governmental Authority or Confidential Information of the Seller Parties. - 18 – [********] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to requests from regulatory agencies having oversight over any Rule 24b-2 of the Obligors and except Securities Exchange Act of 1934, as amended.
(b) Subject to Section 5.02(f), but otherwise notwithstanding anything to the contrary set forth in this Section 7.3Agreement or any other Transaction Document, each Obligor willPurchaser may, without the consent of Seller Parent, furnish or disclose Confidential Information of the Seller Parties to Purchaser’s Affiliates and will cause each of its Affiliatesand their actual and potential partners, directors, officers, employees, managers, officers, investors, co-investors, partners, financing parties, bankers, agents, consultants, advisors, insurers, rating agencies, self-regulatory organizations, trustees and representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely (“Representatives”) on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations the terms of confidentiality no less onerous than those set forth hereinthis Section 5.02. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.
(bc) The If Purchaser, its Affiliates or their respective Representatives are required by applicable law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Seller Parties, Purchaser acknowledges shall, to the extent practicable and legally permitted, provide such Seller Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that such Seller Party may seek a protective order or other appropriate remedy, at such Seller Party’s expense (and, if such Seller Party seeks such an order, Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at such Seller Party’s expense, such cooperation as such Seller Party shall reasonably require). Subject to the foregoing, Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of such Seller Party that is legally required to be disclosed; provided, however, that Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at the Seller Parties’ expense) to preserve the confidentiality of the Confidential Information of the Seller Parties, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed.
(d) Subject to Section 5.02(f), but otherwise notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, Purchaser may disclose the Confidential Information of the Seller Parties, as the case may be, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Purchaser’s rights hereunder or thereunder; provided that, Purchaser shall only disclose that portion of the Confidential Information that its counsel advises that it is legally required to disclose and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents and Purchaser shall, to the extent practicable and legally permitted, provide such Seller Party, as promptly as practicable, with written notice of such request for confidential treatment of information in the Transaction Documents, so that such Seller Party may also seek a protective order or other appropriate remedy. In any event, Purchaser will not oppose action by a Seller Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will - 19 – [********] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. be accorded the Confidential Information in the event that confidential treatment cannot be obtained by Purchaser.
(e) Subject to Section 5.02(d), each of Seller Parent, Seller and Purchaser shall not, after and shall cause their respective Affiliates not to, without the execution prior written consent of this Purchase Agreementthe other party, issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the Transaction Documents extent that any such release or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as disclosure is required by applicable Law law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority of competent jurisdiction, including in connection with such party’s filings with the Securities and Exchange Commission, its successor or pursuant to requests from regulatory agencies having oversight over any of the Obligorsforeign equivalent, in no event which case, Seller Parent, Seller, Purchaser or their respective Affiliates, as the case may be, shall use commercially reasonable efforts to consult in good faith with the Purchaser’s name (other party regarding the form and content thereof before issuing such press release or making such public announcement; provided however, that once a party consults with the other parties regarding a release or disclosure, such party may continue to make substantially similar releases or discloses in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, future without the Purchaser’s written consentneed to consult the other parties.
(cf) Except If a Seller Party discloses or furnishes to Purchaser any Confidential Information, that a Seller Party received as required a Recipient (as defined in the Incyte Agreement) pursuant to the Incyte Agreement (such Confidential Information, “Incyte Confidential Information”), pursuant to this Agreement, then with respect to all Incyte Confidential Information so disclosed or furnished, Purchaser hereby agrees to be bound by applicable Law or judicial or administrative proceedings Article 11 of the Incyte Agreement with respect to the confidentiality and non-use of such Incyte Confidential Information, in addition to the confidentiality and non-use obligations under this Agreement.
(by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar processg) or If a Seller Party reasonably believes that the rules and regulations provision of any securities exchange notice, books, records, discussion, certificate, offer, proposal, correspondence, report or trading system or any Governmental Authority or other written communication to Purchaser pursuant to requests from regulatory agencies having oversight over this Agreement would constitute a Confidentiality Breach, then such Seller Party shall instead provide Purchaser (i) a written summary of all information contained in such notice, books, records, discussion, certificate, offer, proposal, correspondence, report or other written communication; provided that to the extent that such Seller Party reasonably believes that providing Purchaser with any portion of the Obligorssummary set forth in clause (i) would constitute a Confidentiality Breach, neither then such Seller Party shall instead (ii) paraphrase or otherwise describe the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent substance of such shareholderportion of such notice, memberbooks, director records, discussion, certificate, offer, proposal, correspondence, report or Affiliateother written communication to the maximum extent possible without causing a Confidentiality Breach in the reasonable belief of such Seller Party.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors (and then in accordance with this Section 5.2 ) and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserSeller to the Purchaser (as a Representative (as defined in the Confidential Disclosure Agreement) of HealthCare Royalty Management, LLC) or otherwise received by the Purchaser (including directly from Counterparty or directly or indirectly pursuant to the Confidential Disclosure Agreement), as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase Agreementand Sale Agreement and any other Transaction Document, shall be kept confidential by the Purchaser and to use any such Confidential Information and other information shall be used by the Purchaser only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose such information solely on a need(i) to its affiliates, actual or potential financing sources, investors or co-to-know basis investors and solely to permitted assigns, and its or their members, directors, respective employees, managersconsultants, officerscontractors, subcontractors, agents, brokerslegal advisors or financial advisors (each, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; a “Permitted Recipient”) ( provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth out herein); (ii) as required to be disclosed in any document to be filed with any Governmental Authority having jurisdiction over the recipient of such information or (iii) as required to be disclosed by court or administrative order having jurisdiction over the recipient of such information or under Applicable Laws with respect to the Purchaser or its Affiliates (including Applicable Laws relating to securities matters), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of the Purchaser or its Affiliates may be listed for trading.
(b) The Seller and the Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase and Sale Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents Documents. The Seller and the Purchaser agree that, after the Closing Date, public announcements may be issued in the form of one or reference more press releases, and in disclosures contained in documents to be filed with or describe furnished to the SEC, in each case subject to the Purchaser or the Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and the Seller, and either party hereto may thereafter disclose any information contained in such press release or SEC documents at any time without the consent of the other party hereto. For the avoidance of doubt, no public announcement or filing, without press release issued by the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of Purchaser shall contain any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, Confidential Information without the prior written consent of the Seller.
(c) In the event that the Purchaser or any Permitted Recipient is required to furnish or disclose any portion of the Confidential Information pursuant to clauses (ii) or (iii) of Section 5.2(a), the Purchaser shall provide the Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such shareholderrequirement, memberand the proposed disclosure, director so that the Seller, Counterparty or Affiliateany counterparty to any INFI Third Party Agreement may seek, at its expense, a protective order or other appropriate remedy (and, if the Seller, Counterparty or any counterparty to any INFI Third Party Agreement seeks such an order, the Purchaser or such Permitted Recipient, as the case may be, shall provide, at their expense, such cooperation and assistance as Seller, Counterparty or any counterparty to any INFI Third Party Agreement shall reasonably require). Subject to the foregoing, the Purchaser or such Permitted Recipient, as the case may be, may disclose that portion (and only that portion) of the Confidential Information that is legally required to be disclosed; provided, however, that the Purchaser or such Permitted Recipient, as the case may be, shall: (i) take all reasonable and lawful actions to obtain confidential treatment for such disclosure, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed; and (ii) limit the disclosure to the required purpose.
(d) The obligations of this Section 5.2 shall survive the termination of this Purchase and Sale Agreement.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (Applicable Law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any relevant securities exchange or trading system or by the FDA or any other relevant Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserInformation, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase Agreementand Sale Agreement and any other Transaction Document, (i) shall be kept confidential by the Purchaser using the same degree of care the Purchaser normally uses in protection of its own confidential and to use proprietary information, but in no case with any such Confidential Information and other information less degree than reasonable care, (ii) shall be used by the Purchaser only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and therebythereby and shall not be used for the benefit of any third party or for any other purpose, (iii) shall not be disclosed to any third party, copied, reproduced or reduced to writing, and (iv) to the extent such Confidential Information is “Confidential Information” within the meaning of the License Agreement, shall be subject to obligations of confidentiality and restrictions on use equivalent in scope to those set forth in the License Agreement. In addition, except as otherwise required by Applicable Law, by the rules and regulations of any relevant securities exchange or trading system or by the FDA or any other relevant Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.2, each member of the Seller Group shall keep confidential and not disclose to any Person (other than its Affiliates), and shall cause its Affiliates to keep confidential and not disclose to any Person, the terms, conditions, provisions and existence of this Purchase and Sale Agreement and any other Transaction Document. Notwithstanding anything to the foregoing, contrary set forth in this Purchase and Sale Agreement:
(i) the Obligors Purchaser may disclose such information solely on a need-to-know basis to its Affiliates and solely to their membersits and its Affiliates’ actual and potential partners, directors, employees, managers, officers, agents, investors and lenders (including any holder of debt securities of the Purchaser and such holder’s advisors, agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters trustees and financing partiesrepresentatives on a strictly need to know basis to implement and otherwise further the transactions contemplated by this Purchase and Sale Agreement; provided, however, that such Persons shall (A) be informed of the confidential nature of such information and shall be obligated directed to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality and restrictions on use no less onerous than those set forth out herein and (B) be informed that, to the extent such information constitutes “inside information” (as defined under MAR), they may not trade in Zealand’s securities on the basis of such information; provided, further, that the Purchaser shall be responsible for the compliance with the foregoing obligations of confidentiality and restrictions on use by such Persons; and
(ii) the Purchaser may disclose Confidential Information in connection with any permitted assignment under Section 9.4, and in accordance with the requirements of such section; provided that such information shall be kept confidential pursuant to obligations of confidentiality and restrictions on use no less onerous than those set out herein.
(b) The Seller Group and the Purchaser acknowledges that it will notacknowledge that, after the execution of this Purchase and Sale Agreement, (i) the Seller Group may make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents or reference or describe such transactions substantially in the form attached hereto as Exhibit D1 and (ii) the Purchaser may make a public announcement of the transactions contemplated by the Transaction Documents substantially in the form attached hereto as Exhibit D2. The Seller Group and the Purchaser agree that, after execution of this Purchase and Sale Agreement, public announcements may be issued in the form of one or filingmore company announcements and/or press releases, and in disclosures contained in documents to be filed with or furnished to the SEC, in each case, subject to the Purchaser or the Seller Group, to the extent reasonably practicable, having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Zealand, and either party hereto may thereafter disclose any information contained in such company announcements and/or press release or SEC documents at any time without the consent of the other party hereto so long as such information remains true and correct at the time of such subsequent disclosure. For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Purchase and Sale Agreement, each party shall always be entitled, without the Issuer’s prior written consent or approval of the other party, to make any company announcement that, in the opinion of its counsel, is required under Applicable Law, including MAR and the rules of Nasdaq Copenhagen, and the other party shall only have a reasonable prior opportunity to review such public announcement to the extent reasonably practicable.
(such consent not to be unreasonably withheldc) In the event that the Purchaser is required, delayed or conditioned). Except as required in the opinion of its counsel, by applicable Applicable Law or legal or judicial or administrative proceedings process (including by oral questionsdeposition, interrogatoriesinterrogatory, requests request for information or documents, subpoena, civil investigation investigative demand or similar process) to furnish or the rules and regulations of disclose any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any portion of the ObligorsConfidential Information, the Purchaser shall, to the extent reasonably practicable (i) immediately notify the Seller Group in writing of the existence of, and terms and circumstances relating to, such requirement, (ii) fully cooperate with the Seller Group and exercise all commercially reasonable efforts to obtain reliable assurance that such Confidential Information will be accorded confidential treatment, and (iii) disclose such Confidential Information solely to the extent required by such Applicable Law or legal or judicial process; provided that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this Section 5.2 and, in no event any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information in these circumstances. Any disclosure of Confidential Information by the Purchaser in compliance with the provisions of this Section 5.2(c) shall not be a breach of the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentobligations under this Section 5.2.
(cd) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or Effective upon the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filingdate hereof, the identity Confidentiality Agreement shall terminate and be of any shareholdersno further force or effect, members, directors or Affiliates and shall be superseded by the provisions of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliatethis Section 5.2.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) expressly authorized in this Agreement or the rules and regulations other Transaction Documents or except with the prior written consent of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any Seller Parent, Purchaser hereby agrees that (i) it will use the Confidential Information of the Obligors Seller Parties solely for the purpose of the transactions contemplated by this Agreement and except as the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of the Seller Parties; and (iii) it will not furnish or disclose to any Person any Confidential Information of the Seller Parties.
(b) Subject to Section 5.02(f), but otherwise notwithstanding anything to the contrary set forth in this Section 7.3Agreement or any other Transaction Document, each Obligor willPurchaser may, without the consent of Seller Parent, furnish or disclose Confidential Information of the Seller Parties to Purchaser’s Affiliates and will cause each of its Affiliatesand their actual and potential partners, directors, officers, employees, managers, officers, investors, co-investors, partners, financing parties, bankers, agents, consultants, advisors, insurers, rating agencies, self-regulatory organizations, trustees and representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely (“Representatives”) on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations the terms of confidentiality no less onerous than those set forth hereinthis Section 5.02. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.
(bc) The If Purchaser, its Affiliates or their respective Representatives are required by applicable law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Seller Parties, Purchaser acknowledges shall, to the extent practicable and legally permitted, provide such Seller Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that such Seller Party may seek a protective order or other appropriate remedy, at such Seller Party’s expense (and, if such Seller Party seeks such an order, Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at such Seller Party’s expense, such cooperation as such Seller Party shall reasonably require). Subject to the foregoing, Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of such Seller Party that is legally required to be disclosed; provided, however, that Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at the Seller Parties’ expense) to preserve the confidentiality of the Confidential Information of the Seller Parties, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(d) Subject to Section 5.02(f), but otherwise notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, Purchaser may disclose the Confidential Information of the Seller Parties, as the case may be, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Purchaser’s rights hereunder or thereunder; provided that, Purchaser shall only disclose that portion of the Confidential Information that its counsel advises that it is legally required to disclose and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents and Purchaser shall, to the extent practicable and legally permitted, provide such Seller Party, as promptly as practicable, with written notice of such request for confidential treatment of information in the Transaction Documents, so that such Seller Party may also seek a protective order or other appropriate remedy. In any event, Purchaser will not oppose action by a Seller Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information in the event that confidential treatment cannot be obtained by Purchaser.
(e) Subject to Section 5.02(d), each of Seller Parent, Seller and Purchaser shall not, after and shall cause their respective Affiliates not to, without the execution prior written consent of this Purchase Agreementthe other party, issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the Transaction Documents extent that any such release or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as disclosure is required by applicable Law law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority of competent jurisdiction, including in connection with such party’s filings with the Securities and Exchange Commission, its successor or pursuant to requests from regulatory agencies having oversight over any of the Obligorsforeign equivalent, in no event which case, Seller Parent, Seller, Purchaser or their respective Affiliates, as the case may be, shall use commercially reasonable efforts to consult in good faith with the Purchaser’s name (other party regarding the form and content thereof before issuing such press release or making such public announcement; provided however, that once a party consults with the other parties regarding a release or disclosure, such party may continue to make substantially similar releases or discloses in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, future without the Purchaser’s written consentneed to consult the other parties.
(cf) Except If a Seller Party discloses or furnishes to Purchaser any Confidential Information, that a Seller Party received as required a Recipient (as defined in the Incyte Agreement) pursuant to the Incyte Agreement (such Confidential Information, “Incyte Confidential Information”), pursuant to this Agreement, then with respect to all Incyte Confidential Information so disclosed or furnished, Purchaser hereby agrees to be bound by applicable Law or judicial or administrative proceedings Article 11 of the Incyte Agreement with respect to the confidentiality and non-use of such Incyte Confidential Information, in addition to the confidentiality and non-use obligations under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar processg) or If a Seller Party reasonably believes that the rules and regulations provision of any securities exchange notice, books, records, discussion, certificate, offer, proposal, correspondence, report or trading system or any Governmental Authority or other written communication to Purchaser pursuant to requests from regulatory agencies having oversight over this Agreement would constitute a Confidentiality Breach, then such Seller Party shall instead provide Purchaser (i) a written summary of all information contained in such notice, books, records, discussion, certificate, offer, proposal, correspondence, report or other written communication; provided that to the extent that such Seller Party reasonably believes that providing Purchaser with any portion of the Obligorssummary set forth in clause (i) would constitute a Confidentiality Breach, neither then such Seller Party shall instead (ii) paraphrase or otherwise describe the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent substance of such shareholderportion of such notice, memberbooks, director records, discussion, certificate, offer, proposal, correspondence, report or Affiliateother written communication to the maximum extent possible without causing a Confidentiality Breach in the reasonable belief of such Seller Party.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) expressly authorized in this Agreement or the rules and regulations other Transaction Documents or except with the prior written consent of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any Seller, Purchaser hereby agrees that (i) it will use the Confidential Information of Seller solely for the purpose of the Obligors transactions contemplated by this Agreement and except as otherwise the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of Seller; and (iii) it will not furnish or disclose to any Person any Confidential Information of Seller.
(b) Notwithstanding anything to the contrary set forth in this Section 7.3Agreement or any other Transaction Document, each Obligor willPurchaser may, without the consent of Seller, furnish or disclose Confidential Information of Seller to Purchaser’s Affiliates and will cause each of its Affiliatesand their actual and potential partners, directors, officers, employees, managers, officers, investors, co-investors, partners, financing parties, bankers, agents, consultants, advisors, insurers, rating agencies, self-regulatory organizations, trustees and representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely (“Representatives”) on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations the terms of confidentiality no less onerous than those set forth hereinthis Section 5.02. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.
(bc) The In the event that Purchaser, its Affiliates or their respective Representatives are required by applicable law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of Seller, Purchaser acknowledges shall, to the extent practicable and legally permitted, provide Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that Seller may seek a protective order or other appropriate remedy, at Seller’s expense (and, if Seller seeks such an order, Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at Seller’s expense, such cooperation as Seller shall reasonably require). Subject to the foregoing, Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of Seller that is legally required to be disclosed; provided, however, that Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at Seller’s expense) to preserve the confidentiality of the Confidential Information of Seller, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed.
(d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, Purchaser may disclose the Confidential Information of Seller, as the case may be, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Purchaser’s rights hereunder or thereunder; provided that, Purchaser shall only disclose that portion of the Confidential Information that its counsel advises that it is legally required to disclose and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents. In any event, Purchaser will not oppose action by Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information in the event that confidential treat cannot be obtained by Purchaser.
(e) Subject to Section 5.02(d), each of Seller and Purchaser shall not, after and shall cause their respective Affiliates not to, without the execution prior written consent of this Purchase Agreementthe other party, issue any press release or make a any other public announcement or filing disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the Transaction Documents extent that any such release or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as disclosure is required by applicable Law law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority of competent jurisdiction, including in connection with such party’s filings with the Securities and Exchange Commission, its successor or pursuant to requests from regulatory agencies having oversight over any of the Obligorsforeign equivalent, in no event which case, Seller Parent, Seller, Purchaser or their respective Affiliates, as the case may be, shall use commercially reasonable efforts to consult in good faith with the Purchaser’s name (other party regarding the form and content thereof before issuing such press release or making such public announcement; provided however, that once a party consults with the other parties regarding a release or disclosure, such party may continue to make substantially similar releases or discloses in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, future without the Purchaser’s written consentneed to consult the other parties.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.02, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such all information to, treat and hold as confidential and not disclose furnished by the Purchaser to any Person any and all Confidential Information furnished Enzon or by Enzon to it by the Purchaser, as well as including the information on Schedule 1 to this Purchase AgreementConfidential Information, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the recipient thereof, and shall be used by the recipient thereof only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, except to the extent that such information (i) is already in the public domain at the time the information is disclosed, (ii) thereafter becomes lawfully obtainable from other sources, (iii) is required to be disclosed in any document to be filed with any Governmental Authority, or (iv) is required to be disclosed by court or administrative order or under securities laws, rules and regulations applicable to Enzon or the Purchaser or their respective Affiliates, as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of Enzon or the Purchaser or their respective Affiliates may be listed for trading. Notwithstanding the foregoing, Enzon and the Obligors Purchaser may disclose such information solely on a need-to-know basis and solely to their membersactual and potential partners, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurers and insurance brokers, underwriters underwriters, financing parties (whether equity or debt), equity holders, brokers, lawyers, bankers, consultants, scientific and financing parties; providedtechnical advisors and other advisors, howeverrating agencies, Affiliates, trustees and representatives on a need-to-know basis provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth out herein. It is understood and agreed that Enzon will be required to disclose the terms of the Transaction Documents in filings with the Securities and Exchange Commission and to file the Transaction Documents with the Securities and Exchange Commission.
(b) The Enzon and the Purchaser acknowledges acknowledge that it will noteach party will, after the execution of this Purchase Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents or reference or describe such transactions in a Documents. Enzon’s public announcement or filing, without will be in the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any form of the Obligors, press release set out in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentSchedule 5.02.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of the SEC or any securities exchange or trading system or by the FDA or any other Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.34.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished by the Seller to it by the Purchaser, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase Agreementand Sale Agreement and any other Transaction Document, shall be kept confidential by the Purchaser and to use any such Confidential Information and other information shall be used by the Purchaser only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose such information solely on a need-to-know basis to its actual and solely to their memberspotential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and such holder’s advisors, agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees, trustees and representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinout herein or (ii) shall have executed and delivered a confidentiality agreement substantially in the form attached as Exhibit B to the Indenture.
(b) The Seller and the Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase and Sale Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents Documents. The Seller and the Purchaser agree that, after the Closing, public announcements may be issued in the form of one or reference more press releases, and in disclosures contained in documents to be filed with or describe furnished to the SEC, in each case subject to the Purchaser or the Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a public announcement form mutually acceptable to the Purchaser and the Seller, and either party hereto may thereafter disclose any information contained in such press release or filing, SEC documents at any time without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentother party hereto.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Biocryst Pharmaceuticals Inc)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all a. All Confidential Information furnished to it by the Purchaser, as well as Purchaser to the information on Schedule 1 Company or by the Company to this Purchase Agreement, and to use any such Confidential Information and other information only the Purchaser in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, shall be kept confidential by the Company and the Purchaser. Notwithstanding the foregoing, the Obligors Company and the Purchaser may disclose such information solely on a need-to-know basis Confidential Information to the Term Lenders and solely to their membersthe partners, directors, employees, managers, officers, agentsinvestors, brokersbankers, advisors, lawyerstrustees and representatives of the Company, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters the Purchaser and financing partiesthe Term Lenders; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to the terms of this Section 5.04(a); provided, further, that unless a Put Option Event has occurred and is continuing, no such disclosure shall be made to any Disqualified Person. The Company will consult with the Purchaser, and the Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information of the other party, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. Notwithstanding the foregoing, the foregoing restrictions shall not apply to information that (A) is already in the public domain at the time the information is disclosed (other than as a result of its improper disclosure by the Company, the Purchaser or their respective Affiliates and representatives), (B) thereafter becomes lawfully obtainable from other sources who are not under an obligation of confidentiality and are not otherwise prohibited from disclosing such information by a contractual, legal or fiduciary obligation, (C) is required to be disclosed in any document filed with any Governmental Authority, (D) is required to be disclosed under securities laws, rules and regulations applicable to the Company or pursuant to the rules and regulations of any securities exchange or trading system on which securities of the Company may be listed for trading, (E) is requested or required by Governmental Authorities who have jurisdiction or supervisory oversight of the a party and/or its Affiliates, whether pursuant to exam, audit, inquiry, request or general supervisory oversight or (F) is disclosed by the Purchaser to (x) its Affiliates, (y) potential and actual assignees of any of the Purchaser’s rights hereunder, and (z) potential and actual investors in, or lenders to, Purchaser (including in the foregoing cases, such Person’s employees, advisors or consultants); provided that in the case of this clause (F), each such Person referred to in clause (x)-(z) shall be subject to reasonable obligations of confidentiality confidentiality. Notwithstanding the foregoing, in the event a party is required to make a disclosure of another party’s Confidential Information pursuant to (C) or (D) of the foregoing sentence, it will, except where illegal or impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less onerous than those set forth hereinreasonable efforts.
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). b. Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Authority with similar regulatory authority, or pursuant to requests from regulatory agencies having oversight over any except with the prior written consent of the Obligorsother party (which consent shall not be unreasonably withheld), in no event party shall the Purchaser’s name (in issue any variation) be used in press release or make any other public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited disclosure with respect to the Affiliates transactions contemplated by this Agreement or any other Transaction Document; provided that the Company and the Purchaser shall jointly prepare a press release for dissemination promptly following the Closing Date. For the avoidance of doubt, the Issuer, without Company shall consult with the Purchaser’s written consent.
Purchaser prior to filing of any Transaction Document (cincluding proposed redaction of certain provisions of such Transaction Document) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of with any securities exchange or trading system or any Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filingauthority. Other than such obligation, the identity of any shareholdersCompany shall be entitled, members, directors or Affiliates without the prior approval of the Purchaser, without to make any public disclosure as is required by applicable securities laws following the Closing Date; provided that the Purchaser shall be consulted by the Company in connection with any such public disclosure prior written consent to its release and be provided with a copy thereof).
c. The rights to review, consult with or consent, as applicable and as set forth in this Section 5.04, with respect to any disclosures shall only apply for the first time that specific information is to be disclosed, and shall not apply to the subsequent disclosure of such shareholder, member, director or Affiliatesubstantially similar information that has previously been disclosed unless there have been material changes in the disclosure since the date of the previous disclosure.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein.
(b) The Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither none of the Issuer nor Obligors or any of its their Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Samples: Purchase Agreement (Egalet Corp)
Confidentiality/Public Announcement. (a) Except as otherwise required It is understood by Law the parties hereto that the information, documents and instruments delivered to Seller by Buyer or any Affiliate of Buyer or their agents and the information, documents and instruments delivered to Buyer or any Affiliate of Buyer or their agents including, without limitation, this Agreement and all documents delivered hereunder, are of a confidential and proprietary nature (“Confidential Information”). Each of the parties hereto agrees that prior to and subsequent to Closing it will maintain the confidentiality of all such Confidential Information delivered to it by each of the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and covenants hereof and only disclose such Confidential Information, documents and instruments to its duly authorized officers, directors, representatives and agents unless (i) compelled to disclose by judicial or administrative proceedings process (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only including without limitation in connection with obtaining the necessary approvals of this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding hereby) or by other requirements of law or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing partiesexercise of its remedies hereunder; provided, however, that the parties hereto shall not disclose any Confidential Information not required to be disclosed as part of such Persons permitted disclosure. Each of the parties hereto recognizes that any breach of this Section would result in irreparable harm to the other parties to this Agreement and their Affiliates and that therefore either Buyer or Seller shall be informed entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of the confidential nature posting a bond, cash or otherwise, in addition to all of such information their other legal and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinequitable remedies.
(b) The Purchaser acknowledges that it will notPrior to the Closing Date, after the execution of this Purchase Agreement, make either party may issue a press release or other public announcement concerning this Agreement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, this Agreement without the prior written consent approval of the other party, provided, however, that the parties shall give each other a reasonable opportunity to review such shareholdercommunications prior to their dissemination. Notwithstanding the foregoing, membereither party may issue a press release or other public announcement concerning the transactions contemplated by this Agreement to the extent required by law, director or Affiliateto comply with accounting or other disclosure obligations.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (law, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or by the FDA or any other Governmental Authority or pursuant to requests from with similar regulatory agencies having oversight over any of the Obligors authority and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished by Seller to it by the Purchaser, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by Purchaser and to use any such Confidential Information and other information shall be used by Purchaser only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose such information solely on a need-to-know basis (to the extent permitted by and solely in accordance with the Allergan Consent) to their membersits actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of Purchaser and such holder’s advisors, agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees, trustees and representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinout herein and that satisfy the provisions of Section 3 of the Allergan Consent, to the extent such Confidential Information is subject thereto, or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture.
(b) The Seller and Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents Documents. Seller and Purchaser agree that, after the Closing, public announcements may be issued in the form of one or reference more press releases, in each case subject to Purchaser or describe Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a public announcement or filingform mutually acceptable to Purchaser and Seller, and either party hereto may thereafter disclose any information contained in such press release at any time without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consentother party hereto.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Indevus Pharmaceuticals Inc)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.38.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserPurchasers, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein.
(b) The Each Purchaser acknowledges that it will not, after the execution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name Purchasers’ names (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s Purchasers’ written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the PurchaserPurchasers, without the prior written consent of such shareholder, member, director or Affiliate.
Appears in 1 contract
Samples: Purchase Agreement (Quotient LTD)
Confidentiality/Public Announcement. (a) Except as otherwise required by Applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors (and then in accordance with this Section 5.2) and except as otherwise set forth in this Section 7.35.2, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserSeller to the Purchaser (as a Representative (as defined in the Confidential Disclosure Agreement) of HealthCare Royalty Management, LLC) or otherwise received by the Purchaser (including directly from Counterparty or directly or indirectly pursuant to the Confidential Disclosure Agreement), as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase Agreementand Sale Agreement and any other Transaction Document, shall be kept confidential by the Purchaser and to use any such Confidential Information and other information shall be used by the Purchaser only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Obligors Purchaser may disclose such information solely on a need(i) to its affiliates, actual or potential financing sources, investors or co-to-know basis investors and solely to permitted assigns, and its or their members, directors, respective employees, managersconsultants, officerscontractors, subcontractors, agents, brokerslegal advisors or financial advisors (each, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing parties; a “Permitted Recipient”) (provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth out herein); (ii) as required to be disclosed in any document to be filed with any Governmental Authority having jurisdiction over the recipient of such information or (iii) as required to be disclosed by court or administrative order having jurisdiction over the recipient of such information or under Applicable Laws with respect to the Purchaser or its Affiliates (including Applicable Laws relating to securities matters), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of the Purchaser or its Affiliates may be listed for trading.
(b) The Seller and the Purchaser acknowledges acknowledge that it will noteach party hereto may, after the execution of this Purchase and Sale Agreement, make a public announcement or filing with respect to of the transactions contemplated by the Transaction Documents Documents. The Seller and the Purchaser agree that, after the Closing Date, public announcements may be issued in the form of one or reference more press releases, and in disclosures contained in documents to be filed with or describe furnished to the SEC, in each case subject to the Purchaser or the Seller having a reasonable prior opportunity to review such transactions public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and the Seller, and either party hereto may thereafter disclose any information contained in such press release or SEC documents at any time without the consent of the other party hereto. For the avoidance of doubt, no public announcement or filing, without press release issued by the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of Purchaser shall contain any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, Confidential Information without the prior written consent of the Seller.
(c) In the event that the Purchaser or any Permitted Recipient is required to furnish or disclose any portion of the Confidential Information pursuant to clauses (ii) or (iii) of Section 5.2(a), the Purchaser shall provide the Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such shareholderrequirement, memberand the proposed disclosure, director so that the Seller, Counterparty or Affiliateany counterparty to any INFI Third Party Agreement may seek, at its expense, a protective order or other appropriate remedy (and, if the Seller, Counterparty or any counterparty to any INFI Third Party Agreement seeks such an order, the Purchaser or such Permitted Recipient, as the case may be, shall provide, at their expense, such cooperation and assistance as Seller, Counterparty or any counterparty to any INFI Third Party Agreement shall reasonably require). Subject to the foregoing, the Purchaser or such Permitted Recipient, as the case may be, may disclose that portion (and only that portion) of the Confidential Information that is legally required to be disclosed; provided, however, that the Purchaser or such Permitted Recipient, as the case may be, shall: (i) take all reasonable and lawful actions to obtain confidential treatment for such disclosure, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed; and (ii) limit the disclosure to the required purpose.
(d) The obligations of this Section 5.2 shall survive the termination of this Purchase and Sale Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Infinity Pharmaceuticals, Inc.)
Confidentiality/Public Announcement. (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.35.03(b), each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the PurchaserBuyer to any Dyax Entity or by any Dyax Entity to the Buyer in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the information on Schedule 1 to terms, conditions and provisions of this Purchase AgreementAgreement and any other Transaction Document, shall be kept confidential by the recipient thereof, and to use any such Confidential Information and other information shall be used by the recipient thereof only in connection with this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, each Dyax Entity and the Obligors Buyer may disclose such information solely on a need-to-know basis and solely to their memberspartners, directors, employees, managers, officers, agentsactual and potential investors, brokersunderwriters, rating agencies, permitted assignees and sources of finance and bankers, advisors, lawyerstrustees and representatives (including, bankersfor the avoidance of doubt, trusteesin any private placement memorandum, representativesoffering memorandum or other offering document prepared in connection with an offering of securities backed by, investorsamong other things, cothe Royalty Interests under Rule 144A of the Securities Act) on a need-investorsto-know basis, insurers, insurance brokers, underwriters and financing parties; provided, however, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant according to obligations at least a reasonable standard of confidentiality no less onerous than those set forth hereinconfidentiality.
(b) The Purchaser acknowledges that it will not, after the execution Parties’ obligations of this Purchase Agreement, make a public announcement or filing confidentiality and non-use with respect to Confidential Information shall not apply to information which (i) is or becomes generally available to the transactions contemplated public other than as a result of a disclosure directly or indirectly by the Transaction Documents receiving party, (ii) was within the receiving party’s possession prior to it being furnished to the receiving party, provided that such information is not subject to another confidentiality agreement with or reference other contractual, legal or describe such transactions in fiduciary obligation of confidentiality to the receiving party, (iii) becomes available to the receiving party on a public announcement or filingnon-confidential basis from a person who is not, without to the Issuerreceiving party’s prior written consent knowledge, otherwise bound by an obligation of confidentiality, (such consent not iv) is required to be unreasonably withhelddisclosed in any document to be filed with any Government Authority or (v) is required to be disclosed under securities laws, delayed rules and regulations applicable to the Dyax Entity or conditioned)the Buyer, as the case may be, provided, however, that if a Party is required to make any such disclosure of the other Party’s Confidential Information pursuant to clauses (iv) or (v) above, it shall give reasonable advance notice to the other Party of such disclosure requirement and shall use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such information required to be disclosed. 26
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) law or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filingGovernment Authority, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, without except with the prior written consent of the other parties (such shareholderconsent not to be unreasonably withheld or delayed), memberneither the Buyer nor any of Dyax shall issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided, director however that Dyax and the Buyer shall, on or Affiliateprior to the Closing, upon the form and content of an initial press release to be issued by each of Dyax and the Buyer following the Closing.
(d) Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kinds, the tax treatment and tax structure of the transactions contemplated by this Agreement or any other Transaction Document and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such tax treatment and tax structure.
Appears in 1 contract
Samples: Royalty Interest Purchase Agreement
Confidentiality/Public Announcement. (a) Except as otherwise required It is understood by Law the Parties that the information, documents and instruments delivered to Seller by Buyer or any Affiliate of Buyer or their agents and the information, documents and instruments delivered to Buyer or any Affiliate of Buyer by Seller or their agents including, without limitation, this Agreement and all documents delivered hereunder, are of a confidential and proprietary nature (“Confidential Information”). Each of the Parties agrees that prior to and subsequent to Closing it will maintain the confidentiality of all Confidential Information delivered to it by each of the other Parties or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and covenants hereof and only disclose Confidential Information to its duly authorized officers, directors, representatives and agents unless (i) compelled to disclose by judicial or administrative proceedings process (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only including without limitation in connection with obtaining the necessary approvals of this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding hereby) or by other requirements of law or (ii) disclosed in an action or proceeding brought by a Party in pursuit of its rights or in the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing partiesexercise of its remedies hereunder; provided, however, that such Persons the Parties shall not disclose any Confidential Information not required to be disclosed as part of that permitted disclosure. Each of the Parties recognizes that any breach of this Section would result in irreparable harm to the other Parties and their Affiliates and that therefore either Buyer or Seller shall be informed entitled to an injunction to prohibit any breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other legal and equitable remedies. The obligations under this section shall expire two (2) years from the confidential nature date of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinthis Agreement.
(b) The Purchaser acknowledges that it will notUntil the Closing Date, after the execution of this Purchase Agreement, make a neither Party shall issue any press release or other public announcement concerning this Agreement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, this Agreement without the prior written consent approval of such shareholderthe other Party. Notwithstanding the foregoing, membereither Party may issue a press release or other public announcement concerning the transactions contemplated by this Agreement to the extent required by law, director exchange rule or Affiliateto comply with accounting or other disclosure obligations and may contact Business patients, physicians, payors and other contractual parties in connection with the orderly transition of the Business and patients to Buyer.
Appears in 1 contract
Confidentiality/Public Announcement. (a) Except as otherwise required It is understood by Law the parties hereto that the information, documents and instruments delivered to Seller by Buyer or any affiliate of Buyer or their agents and the information, documents and instruments delivered to Buyer or any affiliate of Buyer by Seller or their agents including this Agreement and all documents delivered hereunder, are of a confidential and proprietary nature (“Confidential Information”). Each of the parties hereto agrees that prior to and subsequent to Closing it will maintain the confidentiality of all such Confidential Information delivered to it by each of the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and covenants hereof and only disclose such Confidential Information to its duly authorized officers, directors, representatives and agents unless (i) compelled to disclose by judicial or administrative proceedings process (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Section 7.3, each Obligor will, and will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the Purchaser, as well as the information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only including in connection with obtaining the necessary approvals of this Purchase Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding hereby) or by other requirements of law or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the foregoing, the Obligors may disclose such information solely on a need-to-know basis and solely to their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-investors, insurers, insurance brokers, underwriters and financing partiesexercise of its remedies hereunder; provided, however, that the parties hereto shall not disclose any Confidential Information not required to be disclosed as part of such Persons permitted disclosure. Each of the parties hereto recognizes that any breach of this Section would result in irreparable harm to the other parties to this Agreement and their Affiliates and that therefore either Buyer or Seller shall be informed entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of the confidential nature posting a bond, cash or otherwise, in addition to all of such information their other legal and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth hereinequitable remedies.
(b) The Purchaser acknowledges that it will notPrior to the Closing Date, after the execution of this Purchase Agreement, make a neither Seller nor Buyer shall issue any press release or other public announcement concerning this Agreement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent.
(c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the identity of any shareholders, members, directors or Affiliates of the Purchaser, this Agreement without the prior written consent approval of such shareholderthe other party. Notwithstanding the foregoing, member, director either Seller or AffiliateBuyer may issue a press release or other public announcement concerning the transactions contemplated by this Agreement to the extent required by law or to comply with accounting or other disclosure obligations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Acadia Healthcare Company, Inc.)
