Confidentiality/Public Announcement. (a) From and after the Closing, (i) each Party shall insure that all confidential information of the other Party which the recipient Party or any of its respective officers, directors, employees, counsel, agents, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorization. (b) Notwithstanding the foregoing, no public announcement or other public disclosure concerning this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Park Ohio Holdings Corp), Asset Purchase Agreement (Lawson Products Inc/New/De/)
Confidentiality/Public Announcement. (a) From and after Unless consented to by IESG, on the one hand, or Buyer, on the other hand in advance in writing or required by Legal Requirements, prior to the Closing, (i) Buyer and the Seller Parties, respectively, shall, and shall cause each Party shall insure that all of their Subsidiaries and Representatives to, keep this Agreement strictly confidential information and may not make any disclosure of this Agreement to any Person. No public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued prior to the Closing, except as required by applicable federal securities law or the rules of the other Party which New York Stock Exchange or the recipient Party or NASDAQ, and such announcement will be made, if at all, at such time and in such manner as Buyer and IESG jointly determine. Notwithstanding the foregoing, if any of its respective officers, directors, employees, counsel, agents, or accountants andparty hereto is, in the case opinion of its legal counsel, required by any Legal Requirement or the rules or regulations of the BuyerNew York Stock Exchange or NASDAQ to make a public announcement regarding this Agreement or the Contemplated Transactions, its lenders, investors, then such party may make or prospective lenders or investors, may now possess or may hereafter create or obtain issue the legally required public announcement without any liability hereunder and shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of promptly furnish the other Party; (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be necessary or appropriate in connection parties hereto with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorizationa copy thereof.
(b) Notwithstanding IESG and Buyer will use their Best Efforts to consult with each other concerning the foregoingmeans by which the Companies' Employees, no public announcement or other public disclosure concerning this Agreement or clients, customers, and others having dealings with the transactions contemplated by this Agreement shall Companies will be made by either Party without the consent informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication to the extent practicable. Buyer and IESG will cooperate with and assist each other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by in the applicable rules preparation of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreementanticipatory press releases and public announcements.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Insignia Financial Group Inc /De/), Purchase and Sale Agreement (New Valley Corp)
Confidentiality/Public Announcement. (a) From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business or the Purchased Assets, and deliver promptly to Buyer, at Buyer’s request, all such information (and all copies thereof in whatever form or medium) in Seller’s possession or under Seller’s control; provided that this provision shall not apply to information that Seller can show (i) each Party shall insure that all confidential is generally available to and known by the public through no act or omission of Seller, any of its Affiliates or their respective Representatives; or (ii) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information of the other Party which the recipient Party by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective officersRepresentatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, directors, employees, counsel, agents, or accountants and, Seller shall promptly notify Buyer in the case writing and shall disclose only that portion of the Buyer, such information which Seller is advised by its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not counsel in writing is legally required to be published, disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, reasonable assurance that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise confidential treatment will be required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) to the extent accorded such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorizationinformation.
(b) Notwithstanding the foregoing, no public announcement Neither Seller nor Buyer shall issue any press release or other public disclosure announcement concerning this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent prior approval of the other Party. Notwithstanding the foregoing, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law either Seller or by the applicable rules of any stock exchange Buyer may issue a press release or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information other public announcement concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting the extent required by applicable Law or to comply with the transactions contemplated by this Agreementaccounting or other disclosure obligations.
Appears in 1 contract
Confidentiality/Public Announcement. (a) From Seller shall not, and after Seller shall cause its Affiliates not to, use, disclose or furnish to any third party any information of or regarding Buyer or the ClosingPurchased Assets, except for information which: (i) is or becomes available in the public domain (other than as a result of a disclosure by Seller or its Affiliates in breach of this Agreement); (ii) is required to be disclosed by applicable Law (provided that Seller provide Buyer prior notice of such required disclosure and a reasonable opportunity to take steps to maintain the confidentiality thereof); or (iii) Buyer expressly authorizes, in writing, Seller or other party to disclose such information prior to such disclosure.
(b) Each Party shall not disclose or furnish to any third party (other than their directors, legal counsel and accountants who are bound by reasonable confidentiality obligations) the terms and conditions of this Agreement. Notwithstanding the foregoing, (i) each Party may disclose the terms and conditions of this Agreement to the extent such disclosure is reasonably necessary to comply with applicable law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, it being understood and agreed that Seller shall insure that all confidential information of provide Buyer a reasonable opportunity to review and comment on any public announcement regarding this Agreement or the other Party which the recipient Party or any of its respective officerstransactions contemplated hereby, directors, employees, counsel, agents, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) each Party may disclose the Sellers shall not disclose any Confidential Information relating terms and conditions of this Agreement to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be extent necessary or appropriate in connection with the enforcement of this Agreement; , and (iii) to Buyer may disclose the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization terms and conditions of the other Party, but only to the extent of such authorization.
(b) Notwithstanding the foregoing, no public announcement or other public disclosure concerning this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreementan actual or potential assignee or other purchaser, investment banker, investor or lender, and their representatives.
Appears in 1 contract
Confidentiality/Public Announcement. (a) From Except as otherwise required by law or the rules and after regulations of any securities exchange or trading system or the ClosingFDA or any Government Authority with similar regulatory authority and except as otherwise set forth in Section 5.04(b), all information furnished by PRF to AVANT or by AVANT to PRF, including the Confidential Information, in connection with this 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) each Party shall insure that all confidential 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 AVANT or PRF, as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of AVANT may be listed for trading. Notwithstanding the other Party which the recipient Party or any of its respective officersforegoing, AVANT and PRF may disclose such information to their actual and potential partners, directors, employees, counselmanagers, agents, or accountants and, in the case of the Buyer, its lendersofficers, investors, or prospective lenders or co-investors, may now possess or may hereafter create or obtain financing parties, bankers, advisors, trustees and representatives on a need-to-know basis, provided that such Persons shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent informed of the other Party; (ii) the Sellers confidential nature of such information and shall not disclose any Confidential Information relating be obligated to keep such information confidential pursuant to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions terms of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorization5.04(a).
(b) Notwithstanding AVANT and PRF shall agree upon the foregoing, no public announcement or other public disclosure concerning this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules form and content of any stock exchange press release by AVANT or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement PRF with respect to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreement.
Appears in 1 contract
Confidentiality/Public Announcement. (a) From [Intentionally omitted]
(b) Unless consented to by the Sellers' Representative in advance in writing or required by applicable federal securities law or the rules of the New York Stock Exchange, prior to the Closing Insignia shall, and after shall cause its Subsidiaries and Representatives to, keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person. No public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued prior to the Closing, (i) each Party shall insure that all confidential information except as required by applicable federal securities law or the rules of the other Party which New York Stock Exchange, and such announcement will be made, if at all, at such time and in such manner as Insignia or the recipient Party or any of its respective officersSellers' Representative jointly determine, directors, employees, counsel, agents, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that Insignia shall use its Best Efforts to provide to the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be Sellers' Representative the opportunity to review such public announcement prior to its being made. Unless consented to by Insignia in advance or required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) Legal Requirements, prior to the extent such information Closing Sellers shall, and shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of cause the other PartyRealty One Companies to, but only to the extent of such authorization.
(b) Notwithstanding the foregoing, no public announcement or other public disclosure concerning keep this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent strictly confidential and may not make any disclosure of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting any Person. Sellers and Insignia will consult with each other concerning the means by which the Realty One Companies' employees, clients, customers and others having dealings with the transactions contemplated by this AgreementRealty One Companies will be informed of the Contemplated Transactions, and Insignia will have the right to be present for any such communication. Insignia and Sellers will cooperate with and assist each other in the preparation of anticipatory press releases and public announcements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insignia Financial Group Inc)
Confidentiality/Public Announcement. Between the date of this Agreement and the Closing Date, Buyer, Sellers and the Company will maintain in confidence, and will cause the directors, officers, employees, agents, advisors and Related Persons of Buyer, Sellers and the Company to maintain in confidence, any confidential or proprietary information obtained in confidence from another party in connection with this Agreement or the Contemplated Transactions, unless (a) From and after the Closingsuch information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (ib) each Party shall insure that all confidential the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the other Party which the recipient Party or any of its respective officers, directors, employees, counsel, agentsContemplated Transactions, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (iic) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions furnishing or use of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be such information is necessary or appropriate in connection with legal proceedings. Provided, however, that Buyer may make such disclosure of the enforcement Contemplated Transactions and this Agreement as Buyer, in its discretion, determines is necessary to comply with Federal and state securities laws and regulations. If the Contemplated Transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. The Sellers acknowledge that certain of the terms and conditions of this Agreement; Agreement contain important confidential information the disclosure of which could result in a competitive disadvantage to Buyer. Accordingly, each Seller agrees never to disclose, whether before or after a Closing, to any Person the terms and provisions of this Agreement except (iiia) to the extent such information shall have otherwise become publicly available; his legal or (iv) to such information that is approved for release by prior specific written authorization of the other Partytax advisors, but only to the extent of such authorization.
(b) Notwithstanding to senior officers of the foregoingCompany identified to the Buyer, no public announcement (c) when disclosure of such information is required in connection with legal proceedings, (d) to other Sellers, or other public disclosure concerning this Agreement or (e) with the transactions contemplated by this Agreement shall be made by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this AgreementBuyer.
Appears in 1 contract
Confidentiality/Public Announcement. (a) From and after Unless consented to by Seller in advance in writing or required by Legal Requirements, prior to the Closing, (i) each Party Buyer shall, and shall insure that all cause its Subsidiaries and Representatives to, keep this Agreement strictly confidential information and may not make any disclosure of the other Party which the recipient Party or any of its respective officers, directors, employees, counsel, agents, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets this Agreement to any Person; and (iii) . No public announcement or similar publicity with respect to this Agreement or the Buyer shall not disclose any Confidential Information relating Contemplated Transactions will be issued prior to the Excluded Assets to any Person; providedClosing, however, that the restrictions of this Section 9.15(a) shall not apply: (i) except as may otherwise be required by Law; (ii) as may be necessary applicable federal securities law or appropriate in connection with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization rules of the other PartyNew York Stock Exchange, but only and such announcement will be made, if at all, at such time and in such manner as Buyer and Seller jointly determine, subject to Insignia's obligation pursuant to applicable federal securities law or the extent rules of such authorizationthe New York Stock exchange.
(b) Notwithstanding the foregoing, no public announcement Unless consented to by Buyer in advance or other public disclosure concerning this Agreement required by applicable federal securities law or the transactions contemplated by this Agreement shall be made by either Party without the consent rules of the other Party, which consent shall not be unreasonably withheld (unless disclosure is New York Stock Exchange or otherwise required by applicable Law or by Legal Requirements, prior to the applicable rules Closing, Seller shall, and shall cause the Realty One Companies to, keep this Agreement strictly confidential and may not make any disclosure of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting any Person.
(c) Seller and Buyer will consult with each other concerning the means by which the Realty One Companies' employees, clients, customers, and others having dealings with the transactions contemplated by this AgreementRealty One Companies will be informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication. Buyer and Seller will cooperate with and assist each other in the preparation of anticipatory press releases and public announcements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insignia Financial Group Inc /De/)
Confidentiality/Public Announcement. (a) From All information furnished by the Purchaser to the Seller or by the Seller to the Purchaser in connection with this Agreement and after the Closingtransactions contemplated hereby, as well as the terms, conditions and provisions of this Agreement, shall be kept confidential by the Seller and the Purchaser, and shall be used by the Seller and the Purchaser only in connection with this Agreement and the transactions contemplated hereby, except to the extent that such information (i) each Party shall insure that all confidential 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 the Seller or the Purchaser, as the case may be, or pursuant to the rules and regulations of the other Party which the recipient Party Nasdaq National Market or any other stock exchange or stock market on which securities of its respective officersany of the Seller or the Purchaser may be listed for trading. Notwithstanding the foregoing, the Seller and the Purchaser may disclose such information to their partners, directors, employees, counselmanagers, agents, or accountants and, in the case of the Buyer, its lendersofficers, investors, bankers, advisors, 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 information confidential pursuant to the terms of this Section 5.04(a).
(b) Except as required by law or prospective lenders the rules and regulations of any securities exchange or investors, may now possess trading system or may hereafter create the FDA or obtain shall not be published, disclosedany Government Authority with similar regulatory authority, or made accessible by any of them to any other Person at any time or used by any of them in each case without except with the prior written consent of the other Party; party (ii) the Sellers shall not disclose any Confidential Information relating to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorization.
(b) Notwithstanding the foregoing, no public announcement or other public disclosure concerning this Agreement or the transactions contemplated by this Agreement shall be made by either Party without the consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law withheld), neither party shall issue any press release or by the applicable rules of make any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement public statement with respect to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Royalty Interests Assignment Agreement (Pacira Pharmaceuticals, Inc.)
Confidentiality/Public Announcement. (a) From Except as otherwise required by law, by the rules and after regulations of any securities exchange or trading system or by the ClosingFDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 4.2, all Confidential Information furnished by Seller to Purchaser, as well as the terms, conditions and provisions of this Purchase and Sale Agreement and any other Transaction Document, shall be kept confidential by Purchaser and shall be used by 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, Purchaser may disclose such information to its actual and potential investors and lenders and their respective Affiliates or representatives who have a need to know the Confidential Information; provided, that such Persons (i) each Party shall insure that all confidential information be informed of the other Party which the recipient Party confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or any of its respective officers, directors, employees, counsel, agents, or accountants and, in the case of the Buyer, its lenders, investors, or prospective lenders or investors, may now possess or may hereafter create or obtain shall not be published, disclosed, or made accessible by any of them to any other Person at any time or used by any of them in each case without the prior written consent of the other Party; (ii) shall have executed and delivered the Sellers shall not disclose any Confidential Information relating Confidentiality Agreement attached as Exhibit B to the Purchased Assets to any Person; and (iii) the Buyer shall not disclose any Confidential Information relating to the Excluded Assets to any Person; provided, however, that the restrictions of this Section 9.15(a) shall not apply: (i) as may otherwise be required by Law; (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iii) to the extent such information shall have otherwise become publicly available; or (iv) to such information that is approved for release by prior specific written authorization of the other Party, but only to the extent of such authorizationIndenture.
(b) Notwithstanding Seller and Purchaser agree that, after the foregoingClosing, no public announcements may be issued in the form of one or more press releases, in each case subject to Purchaser or Seller having a reasonable prior opportunity to review such public announcement, and which announcement or other public disclosure concerning this Agreement or the transactions contemplated by this Agreement shall be made by in a form mutually acceptable to Purchaser and Seller, and either Party party hereto may thereafter disclose any information contained in such press release at any time without the consent of the other Party, which consent shall not be unreasonably withheld (unless disclosure is otherwise required by applicable Law or by the applicable rules of any stock exchange or self-regulatory organization on which a Party lists securities); provided, however, each Party may provide information concerning the transactions contemplated by this Agreement to such Party’s professional advisors who are involved in assisting with the transactions contemplated by this Agreementparty hereto.
Appears in 1 contract