Confidentiality; Publicity. (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respec...
Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference.
Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement).
Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties.
Confidentiality; Publicity. (a) Except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (including Seller) shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by Seller or the Stockholders without the prior written approval of the other parties hereto (which approval shall not be unreasonably withheld or delayed); provided, however, that this provision shall not prohibit Buyer from making any public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the Securities and Exchange Commission, the NASD or the Nasdaq Stock Market.
Confidentiality; Publicity. (a) SPAC acknowledges that the information being provided to it in connection with this Agreement and the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby.
Confidentiality; Publicity. Upon execution of this Agreement, Purchasers will issue a press release regarding this Agreement and the transactions contemplated hereby in the form attached hereto as Exhibit J. Except for the press release referenced in the preceding sentence and as otherwise required by Law or applicable requirements of any stock exchange, no press release or public announcement related to this Agreement or the transactions contemplated hereby or, prior to the Closing, any other announcement or communication (other than communications by the Company Entities, Purchasers or any of their respective officers, managers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations of the Company Entities or Purchasers shall be issued or made without the joint approval of Purchasers and Seller, which approval shall not be unreasonably withheld or delayed, and the parties shall use reasonable efforts to agree upon the text of any such press release or public announcement prior to its release; provided that Seller and its Affiliates shall be entitled to communicate with their respective investors relating to this Agreement and the transactions contemplated hereby; provided, further, that no party shall be required to mention or otherwise use the name of another party or its Affiliates (other than the Company Entities) in such press release or public announcement and such omission shall not be used as a basis for withholding approval of such press release or public announcement. Notwithstanding the foregoing, each party may make announcements and communications regarding this Agreement and the transactions contemplated hereby consisting solely of information contained in and otherwise consistent with any previously issued press release or public announcement to such party's employees, customers, suppliers and other interested parties without the consent of the other parties.
Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties, except that AVS may make such public disclosure which it believes in good faith to be required by law or by the terms of any listing agreement with or requirements of a securities exchange (in which case AVS will consult with an officer of the Company prior to making such disclosure).
Confidentiality; Publicity a) Contractor hereby agrees to protect the physical security and restrict access to all data compiled for, used by, or otherwise in the possession of Contractor in performance of the services hereunder in accordance with Contractor's reasonable business practices and as otherwise provided in this Agreement. Contractor shall comply with all applicable laws and regulations relating to confidentiality and privacy, including, without limitation, all requirements of M.G.L. c.66A implicated by the subject matter of this Agreement.
Confidentiality; Publicity. Except as may be required by law to comply with applicable governmental regulations or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement (provided that Purchaser may file this Agreement with the SEC), the subject matter or terms hereof or (except with regard to disclosures by Purchaser of confidential information of the Acquired Company following the Closing) any confidential information or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement without the prior consent of the other parties hereto; provided, that any information that is otherwise publicly available (including by reason of Purchaser’s filings with the SEC), without breach of this provision, or has been obtained from a third party without a breach of such third party’s duties, shall not be deemed confidential information. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties hereto.
