Other Disclosure. To the extent that Purchaser is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Purchaser shall notify the FDIC within one (1) business day of its knowledge of such legally required disclosure so that the FDIC may seek an appropriate protective order and/or waive the Purchaser’s compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Purchaser may disclose that portion of the Evaluation Material which is required to be disclosed pursuant to such legal proceeding if, in the written opinion of its counsel, failure to disclose such Evaluation Material in any tribunal would subject Purchaser to liability for contempt, censure or other legal penalty or liability.
Other Disclosure. Notwithstanding anything to the contrary contained herein, AVIF and AIM agree that Prudential shall be fully entitled to make disclosure of information relating to the structure and tax aspects of the transactions contemplated by this Agreement, without limitation of any kind on such disclosure, and all materials of any kind (including opinions or other tax analysis) that are provided herein related to such structure and tax aspects as described in Treasury Regulation Section 301.6111-2(c)(3).
Other Disclosure. (a) During the Term, each Party shall have the right to issue press release or make a public announcement concerning the material terms of this Agreement or the development or commercialization of the Product under this Agreement, such as announcing the commencement and completion of clinical studies for the Product in its Territory, the filing and obtaining of the Regulatory Approvals for the Product in its Territory, the First Commercial Sale of the Product in its Territory, after providing the other Party with reasonable advance notice of the content thereof. Such other Party shall have the right to review and comment on such proposed press release or announcement and the Party seeking such disclosure shall take into consideration and incorporate when appropriate the comment from the other Party.
(b) The Parties agree that each Party and its sublicensees may publish or disclose any data, results and other Information generated from or obtained by the development hereunder by such Party or its sublicensees, but only after such Information has been disclosed to the other Party, but each Party and its sublicensees shall not publish or disclose any data, results and other Information generated from or obtained by the development hereunder by the other Party or its sublicensees without prior written consent of the other Party.
Other Disclosure. Except for disclosures pursuant to Section 2(a) or Section 2(b) or as otherwise provided herein, neither party shall: (a) make any disclosure to any other Person of (i) the fact that discussions are taking place concerning a potential Transaction, (ii) the existence or contents of this Agreement, (iii) the fact that you or your Representatives have requested or received Evaluation Material or (iv) any of the terms or conditions relating to the Transaction, including the status thereof; or (b) make any public statement concerning the Transaction (any disclosure or statement described in clauses (a) or (b) being a “Public Statement”). If either party determines that it is required to make any Public Statement for it not to be in violation of any applicable law, regulation, professional standard, order or listing agreement, then, in addition to complying with Section 2(b), such party shall (x) provide the other party with the text of such Public Statement as far in advance of its disclosure as is reasonably practicable and (y) consider in good faith the other party’s suggestions concerning the nature and scope of the information to be contained therein.
Other Disclosure. (a) Between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, in connection with the preparation of any Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, including the Current Report on Form 8-K announcing the Closing (the “Super 8-K”) or any other statement, filing, notice or application (including any amendments or supplements thereto) made by or on behalf of the Purchaser, the Sellers and/or the Company to any Governmental Entity in connection with the Transactions (each, a “Reviewable Document”), the Purchaser, the Company and the Sellers shall, upon request by the other, use their reasonable best efforts to furnish the other with all information reasonably necessary or advisable in connection with the preparation of such materials, which information provided shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
(b) Whenever any event occurs which would reasonably be expected to result in any Reviewable Document containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, the Purchaser or the Sellers, as the case may be, shall promptly inform the other party of such occurrence and shall use their reasonable best efforts to furnish to the other party any information reasonably related to such event and any information reasonably necessary or advisable in order to prepare an amendment or supplement to such Reviewable Document in order to correct such untruth or omission.
(c) The Sellers and the Company shall cooperate in good faith with respect to the preparation of the Super 8-K, and use their respective reasonable best efforts to provide the Purchaser with all information reasonably requested by the Purchaser and required to be included by SEC Guidance in such filing, including (i) the required financial statements of the Company, (ii) the selected financial data of the Company required by Item 301 of Regulation S-K and (iii) required management’s discussion & analysis for the applicable periods presented. Without limiting the generality of the foregoing, the Sellers shall use their respective commercially reasonable efforts to cooperate with the...
Other Disclosure. Except for such disclosure as is necessary for you or us not to be in violation of any applicable law, regulation, order or listing agreement, you, the Xxxxx Xxxxxxx Commodities Affiliates and your or their Representatives, and we, Company Affiliates and our Representatives shall not: (a) make any disclosure to any other Person of (i) the fact that discussions, negotiations or investigations are taking or have taken place between us concerning the Transaction, (ii) the existence or contents of this Agreement, (iii) the fact that you, the Xxxxx Xxxxxxx Commodities Affiliates or your or their Representatives have requested or received Evaluation Material or (iv) any of the terms, conditions or facts relating to a Transaction involving you, including the status thereof; or (b) make any public statement concerning a Transaction involving you (any disclosure or statement described in clauses (a) or (b) being a “Public Statement”). If either party is required to make any Public Statement for such party not to be in violation of any applicable law, regulation, order or listing agreement, then if allowed by applicable law, regulation, order or listing agreement such party shall (x) provide the other party with the text of such Public Statement as far in advance of its disclosure as is practicable and (y) consider in good faith such party’s suggestions concerning the nature and scope of the information to be contained therein.
Other Disclosure. Neither party shall be liable for disclosure of any ---------------- Confidential Information if such disclosure is:
(a) In response to a valid order of a court or other government body or any political subdivision thereof; provided, however, that the receiving party shall first immediately notify the other party of such order so as to allow the other party sufficient time to oppose the order and to seek to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purpose for which such protective order is issued; or
(b) otherwise required by law.
Other Disclosure. To the extent that Bidder is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Bidder shall notify FDIC within one Business Day of its knowledge of such legally required disclosure so that FDIC may seek an appropriate protective order and/or waive the Bidder's compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Bidder may disclose the relevant Evaluation Material if, in the written opinion of its counsel, failure to disclose such Evaluation Material would subject Bidder to liability for contempt, censure or other legal penalty or liability.
Other Disclosure. Materially significant related party transactions (i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc.) that may have potential conflict with the interests of the Company at large: The Company has not entered into any materially significant related party transaction during the year with any of the related parties which may have potential conflict with the interest of the Company. The related party transactions constitute contracts or arrangements, made by the Company from time to time, with Companies in which Directors are interested. The Audit Committee reviews periodically the related party transactions and the Committee provided omnibus approval for related party transactions which are in ordinary course of business (repetitive in nature) and are on Arm’s Length basis. All transactions covered under the related party transactions are regularly approved by the Board. There were no material transactions during the financial year 2023-24 that were prejudicial to the Company’s interest. There are no materially significant related party transactions i.e., transactions of the Company of material nature, with its promoters, the directors or the management and their subsidiaries or relatives that may have potential conflict with Company’s interest at a large. Related party transactions as per requirements of Indian Accounting Standard (Ind- AS 24) “Related Party Disclosures” are disclosed in the Notes to the Financial Statements of the Company for the year ended 31st March 2024.
Other Disclosure. (a) Between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, in connection with the preparation of any Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, or any other statement, filing, notice or application (including any amendments or supplements thereto) made by or on behalf of Live Oak or the Company to any Governmental Authority in connection with the transactions contemplated hereby (each, a “Reviewable Document”), Live Oak and the Company shall, upon request by the other, use their respective commercially reasonable efforts to furnish the other with all information reasonably necessary in connection with the preparation of such materials, which information provided shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. The Company shall cooperate in good faith with respect to the preparation of any such Form 8-K, and use its commercially reasonable efforts to provide Live Oak with all information relating to the Company and its business that is reasonably requested by Live Oak and required to be included in any such filing. The Company shall use commercially reasonable efforts to make the directors, officers and employees of the Company available to Live Oak and its counsel in connection with the drafting of any such Form 8-K, as reasonably requested by Live Oak; provided that doing so does not unreasonably interfere with the ongoing operations of the Business.
(b) The Company shall cooperate in good faith with respect to the preparation of the Current Report on Form 8-K announcing the Closing (the “Super 8-K”), and use its reasonable best efforts to provide Live Oak with all information reasonably requested by Live Oak and required to be included by SEC Guidance in such filing, including (i) the required financial statements of the Business, (ii) the selected financial data of the Business required by Item 301 of Regulation S-K and (iii) required management’s discussion & analysis for the applicable periods presented. Without limiting the generality of the foregoing, the Company shall use its commercially reasonable efforts to cooperate with Live Oak in connection with the preparation for inclusion in the Super 8-K of pro forma financial statements that comply with SEC Guidance, including ...
