Corporate Affairs. Each party will make every reasonable effort to keep confidential any information obtained by them concerning the other party, including its internal organization, finances, procedures, and customers. Neither party will make any public announcement, or release any publicity regarding the other party, other than routine oral communications with analysts, shareholders, and prospective investors without the prior written consent (which shall not be unreasonably withheld or delayed) of the party being named, unless, in the good faith opinion of counsel to the party contemplating such disclosure, such disclosure is required by law and time does not permit the party to obtain such consent, or such disclosure may otherwise be necessary in connection with the filing of Tax Returns, or claims for refunds, or in conducting a Tax audit or other proceedings. This Section shall survive the termination of this Agreement. Notwithstanding anything herein to the contrary, any party (and any employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Uron Inc), Exchange Agreement (Uron Inc)
Corporate Affairs. Each party Party will make every reasonable effort to keep confidential any information obtained by them concerning the other partyParty, including its internal organization, finances, procedures, procedures and customers. Neither party Party will make any public announcement, announcement or release any publicity regarding the other party, Party other than routine oral communications with analysts, shareholders, shareholders and prospective investors without the prior written consent (which shall not be unreasonably withheld or delayed) of the party Party being named, unless, in the good faith opinion of counsel to the party contemplating such disclosure, such disclosure is required by law and time does not permit the party to obtain obtaining of such consent, consent or such disclosure may otherwise be necessary in connection with the filing of Tax Returns, Returns or claims for refunds, refunds or in conducting a Tax audit or other proceedings. This Section 8.03 shall survive the termination of this Agreement. Notwithstanding anything herein to the contrary, any party Party (and any employee, representative, representative or other agent of such partyParty) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include the identity of any existing or future party Party (or any affiliate of such partyParty) to this Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Millennium Electronics Inc)
Corporate Affairs. Each party Party will make every reasonable effort to keep confidential any information obtained by them concerning the other partyParty, including its internal organization, finances, procedures, and customers. Neither party Party will make any public announcement, or release any publicity regarding the other partyParty, other than routine oral communications with analysts, shareholders, and prospective investors without the prior written consent (which shall not be unreasonably withheld or delayed) of the party Party being named, unless, in the good faith opinion of counsel to the party contemplating such disclosure, such disclosure is required by law and time does not permit the party to obtain such consent, or such disclosure may otherwise be necessary in connection with the filing of Tax Returns, or claims for refunds, or in conducting a Tax audit or other proceedings. This Section 9.3 shall survive the termination of this Agreement. Notwithstanding anything herein to the contrary, any party Party (and any employee, representative, or other agent of such partyParty) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include the identity of any existing or future party Party (or any affiliate of such partyParty) to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dauphin Technology Inc)