Covenants Against Disclosure. (a) The terms and provisions of this Agreement, and any information heretofore disclosed or to be disclosed in the future in connection herewith by any party hereto to any other party, other than information which is in the public domain or which the disclosing party authorizes the receiving party in writing to disclose (such terms, provisions and information herein called the "Confidential Material") shall be treated confidentially by the parties; provided that any party may disclose Confidential Material of another party to the receiving party's employees, accountants, attorneys and advisors who need to know the same (it being understood that they shall be informed by the receiving party of the confidential nature of the Confidential Material, and that the receiving party shall cause them to treat the same confidentially), and otherwise to the extent required by law. The parties acknowledge that remedies at law would be inadequate to enforce the covenants contained in this Section 3.1 and therefore agree that a party aggrieved hereunder may enforce such covenants through the remedy of specific performance or other equitable relief. Should an aggrieved party have cause to seek such relief, no bond shall be required, and the breaching party shall pay all attorney's fees and court costs which the aggrieved party may incur in enforcing the provisions of this Section. The covenants contained in this Section 3.1(a) shall survive until the expiration of the Put Option described in Section 6.3 hereof.
(b) The parties shall, by mutual agreement, draft a press release for public dissemination. No party shall disseminate (except to the parties to this Agreement) any press release or announcement concerning the transactions contemplated by this Agreement or the Related Agreements or the parties hereto or thereto without the prior written consent of the Company and Purchaser, except as required by law.
Covenants Against Disclosure. Seller and Purchaser agree to maintain the confidentiality of the terms and conditions of this Agreement; provided, however, that Seller may provide copies of this Agreement and related documents to any party who acquires, or proposes to acquire, all or substantially all of the capital stock or remaining assets of Seller; provided, further, however, any party hereto may disclose information to the extent required by securities laws or as compelled by court order. Neither Seller nor Purchaser shall disseminate (except to each other) any press release or announcement concerning the transactions contemplated by this Agreement without the prior written consent of the other party; provided, however, that either of the parties hereto may disseminate information to its employees and legal and accounting representatives.
Covenants Against Disclosure. The parties agree to ----------- ---------------------------- maintain the confidentiality of the terms and conditions of this Agreement, except to the extent required by law and pursuant to the public reporting obligations of Purchaser. No party shall disseminate (except to the parties to this Agreement) any press release or
Covenants Against Disclosure. (a) Except as may be required by Law, Contributor shall not, and shall not permit its Affiliates to (i) disclose to any Person in any manner, directly or indirectly, any confidential information or data, whether of a technical or commercial nature, directly relating to its business or the business of any Contributed Subsidiary, the Contributed Assets or the Assumed Liabilities, or (ii) use, or permit or assist, by acquiescence or otherwise, any Person to use, in any manner, directly or indirectly, any such information or data, except to the extent that Contributor or any such Affiliates have retained rights therein as provided herein, or is required to disclose such information by judicial or administrative process or pursuant to applicable Law, and excepting disclosure of such data or information as is at the time generally known to the public or otherwise in the public domain and which did not become so generally known or a part of the public domain through any breach of any provision of this Section 5.1(a) hereof by Contributor.
(b) The initial public disclosures, including a Form 8-K to be filed with the Securities and Exchange Commission by Parent, relating to this Agreement and the transactions contemplated herein shall be made solely by Parent; provided, however, that Parent shall provide the Contributor a reasonable period of time to review and comment on such disclosures, and in good faith take into account any comment made by Contributor during such period; provided further, however, that the Parties shall be permitted to make any other public disclosures regarding this Agreement or the transactions contemplated hereby that are necessary to fulfill public disclosure requirements of any Governmental Authority or required to be made by applicable Law or Order.
Covenants Against Disclosure. (a) The terms and provisions of this Agreement, and any information heretofore disclosed or to be disclosed in the future in connection herewith by any party hereto to any other party, other than information which is in the public domain or which the disclosing party authorizes the receiving party in writing to disclose (such terms, provisions and information herein called the "Confidential Material") shall be treated confidentially by the parties; provided that any party may disclose Confidential Material of another party to the receiving party's employees, accountants, attorneys and advisors, including personal financial planners and advisors, who need to know the same (it being understood that they shall be informed by the receiving party of the confidential nature of the Confidential Material, and that the receiving party shall cause them to treat the same confidentially), and otherwise to the extent required by law; and provided further that any party may disclose the terms and provisions of this Agreement after the later of six months after the Closing Date or December 31, 1998. Furthermore, the parties may disclose the terms of this Agreement to the managing shareholder and company shareholders of Computer Graphics Technology, Inc., a South Carolina corporation, and to the managing shareholder and company shareholders of New England Computer Graphics, Inc., a Massachusetts corporation, and their attorneys and accountants for the purpose of arriving at an agreement acceptable to all parties. The parties acknowledge that remedies at law would be inadequate to enforce the covenants contained in this Section 3.1 and therefore agree that a party aggrieved hereunder may enforce such covenants through the remedy of specific performance or other equitable relief. Should an aggrieved party have cause to seek such relief, no bond shall be required, and the breaching party shall pay all attorney's fees and court costs which the aggrieved party may incur in enforcing the provisions of this Section.
(b) The parties shall, by mutual agreement, draft a press release for public dissemination. No party shall disseminate (except to the parties to this Agreement) any press release or announcement concerning the transactions contemplated by this Agreement or the Related Agreements or the parties hereto or thereto without the prior written consent of the Company, Purchaser and Acquisition Sub, except as required by law.
Covenants Against Disclosure. Seller shall not (a) disclose to any person, association, firm, corporation or other entity (other than Buyer or Parent or those designated in writing by Buyer or Parent) in any manner, directly or indirectly, any confidential information or data relevant to: (i) the operation of the Business, whether of a technical or commercial nature or (ii) the Assets or (b) use, or permit or assist, by acquiescence or otherwise, any person, association, firm, corporation or other entity (other than Buyer or Parent) to use, directly or indirectly, any such information or data in any manner which reasonably would be deemed to be competitive with the operation of the Business or the business of Buyer or Parent as it relates to the Business, excepting only use of such information or data as is at the time generally known to the public and which did not become generally known through any breach of any provision of this Section by Seller. Seller shall take reasonable precautions to keep such information confidential. Seller shall consult with Parent before issuing any press release or otherwise making any public statement or making any other public disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement, the transactions contemplated hereby or the identity of Parent or Buyer, and shall not issue any such press release or make any such statement or disclosure without the prior written approval of Parent, except solely to the extent Seller is advised by counsel that such press release, statement or disclosure is required to comply with applicable law.
Covenants Against Disclosure. The parties agree to ----------- ---------------------------- maintain the confidentiality of the terms and conditions of this Agreement, except to the extent required by law and pursuant to the public reporting obligations of Purchaser and Seller. No party shall disseminate (except to the parties to this Agreement) any press release or announcement concerning the transactions contemplated by this Agreement or the parties hereto without the prior consent of Seller and Purchaser, except as required under the public reporting obligations of Purchaser and Seller or as may be required to obtain consents necessary pursuant to Sections 7.1(d), (e) and (i) hereof to consummate the transactions contemplated herein.
Covenants Against Disclosure. Except as may be required by law, Seller and its affiliates agree not to (i) disclose to any Person in any manner, directly or indirectly, any confidential information or data ownership of which is transferred to Buyer pursuant to this Agreement whether of a technical or commercial nature, or (ii) use, or permit or assist, by acquiescence or otherwise, any Person to use, in any manner, directly or indirectly, any such information or data, except to the extent that Seller has retained rights therein as provided herein and excepting disclosure of such data or information as is at the time generally known to the public and which did not become generally known through any breach of any provision of this Section 5.3 hereof by Seller.
Covenants Against Disclosure. Except as may be required by law, statute, rule or regulation, ZYCAD and TSSI agree not to (a) disclose to any person, association, firm, corporation or other entity in any manner, directly or indirectly, any information or data relevant to the Business, whether of a technical or commercial nature, or (b) use, or permit or assist, by acquiescence or otherwise, any person, association, firm, corporation or other to use, in any manner, directly or indirectly, any such information or data, excepting only disclosure use of such data or information as is at the time generally known to the public and which did not become generally known through any breach of any provision of this Section 5.
Covenants Against Disclosure. The parties agree to maintain the ---------------------------- confidentiality of the terms and conditions of this Agreement, except to the extent required by law or pursuant to the public reporting obligations of HK or Purchaser or as necessary to consummate the transactions contemplated herein. No party shall disseminate (except to the parties to this Agreement) any press release or announcement concerning the transactions contemplated by this Agreement or the Related Agreements or the parties hereto or thereto without the prior written consent of Stockholders, TV Stockholder, Sellers, Purchaser and HK, except as required under the public reporting obligations of HK or Purchaser or as required by law.
