Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller and Radiologix, on the one hand, and Buyer and Vanguard, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party. (b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 2 contracts

Samples: Purchase and Contribution Agreement (Radiologix Inc), Asset Purchase Agreement (Radiologix Inc)

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Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller and RadiologixSellers, on the one hand, and Buyer and Vanguard, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties' attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party. With respect to information provided by Sellers to Buyer or Vanguard in connection with and relative to this proposed transaction, the executed Confidentiality Agreement dated August 13, 1999 in respect of confidentiality between Vanguard and Xxxx Brothers & Company, LLC shall remain in effect until Closing. (b) At all times before the Closing, SellerSellers, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s 's approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s 's disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (VHS of Phoenix Inc)

Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller and RadiologixSeller, on the one hand, and Buyer and VanguardBuyer, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party but after providing prior written notice to the other Party. With respect to information provided by Seller to Buyer in connection with and relative to this proposed transaction, the executed Letter Agreement dated June 7, 2001, in respect of confidentiality between Vanguard and Seller shall remain in effect until Closing. (b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vanguard Health Systems Inc)

Confidentiality; Public Announcements. (a) Except as required by Legal RequirementsRequirements or in order to coordinate the defeasance of tax-exempt debt, Seller (and Radiologix, on the one hand, its Affiliates and Wholly Owned Subsidiaries) and Buyer (and Vanguard, on the other hand, its Affiliates) shall keep this Agreement and its the Closing Documents and their contents confidential and not disclose the same to any Person (except the Partiesparties’ attorneys, accountants or other professional advisors who need to know such contents for the purpose of advising such party in connection with the transactions contemplated hereby, and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Partyparty. (b) At all times before and after the Closing, Seller, on the one hand, and PMH and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby by this Agreement and will use good faith efforts to obtain the other Partyparty’s prior approval of the text of any public report, statement or release to be made by or on behalf of such Partyparty. If either Party party is unable to obtain the prior approval of its public report, statement or release from the other Party party and such report, statement or release is, in the opinion of legal counsel to such Partyparty, necessary to discharge such Partyparty’s disclosure obligations under lawapplicable Legal Requirements, then such Party party may make or issue the legally required report, statement or release and promptly furnish the other Party party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement

Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller Sellers and Radiologixthe Shareholders, on the one hand, and Buyer Parent and VanguardBuyer, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors advisers and except to the applicable Governmental Authorities in connection with any Tax Return, required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party. (b) At all times before the Closing, SellerSellers and the Shareholders, on the one hand, and Parent and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fuller H B Co)

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Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller Seller, MI and RadiologixPG, on the one hand, and Buyer and VanguardRadiologix, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party. (b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radiologix Inc)

Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Vanguard, Seller and Radiologix, on the one hand, Buyer (and Buyer and Vanguard, on the other hand, their respective Affiliates) shall keep this Agreement agreement and its the Closing Documents and their contents confidential and not disclose the same to any Person (except the Partiesparties’ attorneys, accountants or other professional advisors who need to know such contents for the purpose of advising such party in connection with the transactions contemplated hereby, and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Partyparty. With respect to information provided by Seller to Buyer in connection with and relative to this proposed transaction, the executed Letter Agreement, dated October 18, 2010 (the “Letter Agreement”), in respect of confidentiality between Vanguard and VBHS shall remain in effect until Closing. (b) At all times before and after the Closing, Seller, on the one hand, and Vanguard and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement agreement or the transactions contemplated hereby by this agreement and will use good faith efforts to obtain the other Partyparty’s prior approval of the text of any public report, statement or release to be made by or on behalf of such Partyparty. If either Party party is unable to obtain the prior approval of its public report, statement or release from the other Party party and such report, statement or release is, in the opinion of legal counsel to such Partyparty, necessary to discharge such Partyparty’s disclosure obligations under lawapplicable Legal Requirements, then such Party party may make or issue the legally required report, statement or release and promptly furnish the other Party party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vanguard Health Systems Inc)

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