Common use of Covenants Against Disclosure Clause in Contracts

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. (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 Purchaserother party hereto, except as required by law.

Covenants Against Disclosure. (a) The terms and provisions Commencing with the date of this Agreement, and any information heretofore disclosed or to be disclosed in the future first disclosure in connection herewith by any party hereto to any other party, other than information which is in with the public domain or which the disclosing party authorizes the receiving party in writing to disclose Prior CDA (regardless of whether 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 disclosure occurred prior 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 confidentiallydate hereof), and otherwise to for five (5) years from the extent required by law. The parties acknowledge that remedies at law would be inadequate to enforce date of last disclosure in connection with the covenants contained in this Section 3.1 and therefore agree that a party aggrieved hereunder may enforce such covenants through the remedy Primary Agreement; Receiving Party shall not, nor shall any 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 Purchaserits Affiliates, except as required by law: (i) disclose, divulge or communicate any Confidential Information to any Person other than its Related Parties having a need to know such information and under a duty of confidentiality consistent with the provisions of this Agreement; or (ii) utilize any of the Confidential Information of the Disclosing Party for any purpose whatsoever, except for the negotiation of, performance under, and resolution of disputes under the Primary Agreement. (b) Nothing herein requires a Party to make any disclosures hereunder except to the extent necessary for a Disclosing Party to fulfill its obligations under this Agreement or the Primary Agreement. (c) A Receiving Party shall be responsible and liable for any disclosures of a Disclosing Party's Confidential Information by any Related Parties of the Receiving Party. (d) In the event that a Receiving Party is requested or required (by law, statute, regulation, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, such Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If a protective order, other remedy or waiver has not been obtained, and a Receiving Party or any of its advisors or representatives are, in the opinion of counsel, legally compelled to disclose Confidential Information to any tribunal or Third Party or else stand liable for contempt or suffer other censure or penalty, such Receiving Party or its advisors or representatives may, without liability hereunder, disclose to such tribunal or Third Party only that portion of the Confidential Information that such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party exercises commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with Disclosing Party, at the Disclosing Party's expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal or Third Party. (e) Notwithstanding the foregoing, disclosure of the existence of the Primary Agreement in connection with any filing required by any applicable governmental authorities, including the filing of the Primary Agreement with the Securities and Exchange Commission, shall not be deemed a violation of the confidentiality provisions of this Agreement or the Primary Agreement, and from and after the date of such filing, the existence of the Primary Agreement and all terms of the Primary Agreement disclosed in such filing shall no longer be "Confidential Information" for purposes of this Agreement.

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 Company, each of the Participating Companies and Purchaser, except as required by law.

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.