Press Releases and Announcements; Confidentiality. Except as permitted or expressly contemplated herein, no Party or its Affiliates, directors, officers, employees, managers, advisors, representatives, trustees or agents (“Representatives”) will disclose to any third party the existence of this Agreement or the subject matter or terms hereof without the prior consent of the other Parties hereto; provided, that the Parties and their Affiliates will be permitted to disclose such information: (a) to their Representatives, stockholders or existing or prospective investors or other financing sources; (b) in connection with enforcing their rights under this Agreement or any Ancillary Agreements or in connection with any Proceeding between the Seller or Owner, on one hand, and a Buyer Indemnified Party, on the other hand; (c) if such information is generally available to, or known by, the public (other than as a result of disclosure in violation hereof); (d) to the extent required to make any notices, or obtain any consents or approvals, expressly required hereunder; (e) to the extent required by applicable Law (provided that, in such case, the disclosing Party shall provide the other Parties with prompt written notice of such requirement prior to disclosure thereof and shall, upon request therefor by such other Parties, reasonably cooperate with such other Parties to obtain, at such other Parties’ sole cost, a protective order or other remedy); or (f) in connection with a press release approved by the Buyer and the Owners’ Representative (provided that the approval of the Owners’ Representative shall not be unreasonably withheld). No press release or public announcement related to this Agreement or the transactions contemplated herein, and, except as expressly provided for in this Agreement, no other announcement or communication to the employees, patients, customers, payors, vendors, or referral sources of the Seller relating to the same, will be issued or made by any Party without the approval of the Buyer and the Owners’ Representative (provided that the approval of the Owners’ Representative shall not be unreasonably withheld). Upon request, each such disclosing Person shall inform the non-disclosing Persons of any disclosures made pursuant to this Section 14.15.
Press Releases and Announcements; Confidentiality. None of the Parties nor any of their respective representatives shall issue any press releases or make any public announcements with respect to this Agreement or the underlying Transactions without the prior written consent of Buyer or Seller, as the case may be. Notwithstanding the foregoing, any such press release or public announcement may be made if required by applicable Law or a securities exchange rule; provided, that the Party required to make such press release or public announcement shall, to the extent possible, confer with the other Parties concerning the timing and content of such press release or public announcement before the same is made.
Press Releases and Announcements; Confidentiality. (a) Unless required by law (in which case each of Purchaser and the Sellers’ Representatives shall consult, to the fullest extent permitted by law, with the other parties prior to any such disclosure as to the form and content of such disclosure) or applicable rules of any stock exchange or quotation system on which Purchaser or its Affiliates lists or trades securities, from and after the date hereof, no press releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the prior written consent of Purchaser and the Sellers’ Representatives.
(b) The Sellers and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by applicable law, applicable rules of any stock exchange or quotation system on which Purchaser or its Affiliates lists or trades securities or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses and/or tax affairs (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential).
Press Releases and Announcements; Confidentiality. The Company shall not issue any press releases or make any public statements related to this Agreement or the transactions contemplated hereby, or make any other announcement to the employees, customers or vendors of the Company without the prior written consent of Buyer in each instance unless required by applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Buyer prior to any such disclosure) and except for the distribution of the Information Statement in accordance with this Agreement and such other disclosures required to comply with the terms hereof and effectuate the transactions contemplated hereby. The Parties shall keep confidential the subject matter described herein and the fact that negotiations are taking place unless and until Buyer authorizes disclosure of any such subject matter or facts, and then only to the extent authorized, and such terms and conditions determined, by Buyer in its sole discretion. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, following the Closing, Buyer may issue press releases or other public communications relating to the transactions contemplated hereby without the prior written approval of the Company or the Securityholders’ Representative.
Press Releases and Announcements; Confidentiality. The Parties shall agree upon a mutually acceptable press release or other public announcement (including in any trade journal or other publication) of or related to the Contemplated Transactions. No Party shall make any other press release or public announcement of this Agreement, the Ancillary Agreements, or the Contemplated Transactions without the prior written consent of the Securityholders’ Representative (in case of disclosure by the Buyer Parties at any time or by the Company on or after the Closing) or by Parent (in case of disclosure by any Company Securityholder at any time or by the Company on or prior to the Closing), except for any SEC filings or other filings required by applicable Law (provided, that the Party required to make any such filing will have afforded the other parties, for a reasonable period prior to the making of such filing, a reasonable opportunity to review and comment upon the intended form and substance of such filing). No public disclosure of the identities of the Company Securityholders will be made by the Company or any Buyer Party or any of their respective Subsidiaries prior to, at or after the Closing, without the consent of the Securityholders’ Representative, except to the extent required by applicable Law (provided, the party required to make any such disclosure will have afforded the Securityholders’ Representative, for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the intended form and substance of such disclosure).
Press Releases and Announcements; Confidentiality. On or prior to the Closing, no press release or public statement related to this Agreement or the transactions contemplated hereby, or other announcement to the employees or customers of the Company, shall be issued without the prior written consent of the Buyer and each of the Representatives, except as required by applicable law. The Parties shall keep confidential the subject matter described herein and the fact that negotiations are taking place until the content and timing of a public announcement are mutually agreed upon or until the Closing, whichever is earlier, and, in such case such public announcement shall be made only in accordance with this Section 11.18, in which case such disclosure shall be prepared by the Buyer subject to the Buyer’s informing the Representatives prior to any disclosure and providing the Representatives an opportunity to comment.
Press Releases and Announcements; Confidentiality. Unless otherwise required by applicable Law (in which case such Person agrees to consult with the Purchaser prior to any such disclosure as to the form and content of such disclosure), neither any Seller Party, the Lead Stockholder, nor the Company shall, and the Company shall cause the other XXXX Entities not to, at any time after the Agreement Date, issue any press releases or other public releases of information related to this Agreement or the other Transaction Agreements (including the existence thereof and the terms and conditions set forth therein), the transactions contemplated hereby or thereby or any other fact relating to the transactions contemplated hereby and thereby without the prior written consent of the Purchaser, not to be unreasonably withheld or delayed. The Purchaser shall consult with the Lead Stockholder before issuing, and provide the Lead Stockholder with the opportunity to review and comment upon, any press release or other public releases of information related to this Agreement or the other Transaction Agreements. Notwithstanding the foregoing, the Purchaser may include disclosures regarding this Agreement, the other Transaction
Press Releases and Announcements; Confidentiality. Unless required by Law (in which case each of Buyer and the Company shall consult with the other party prior to any such disclosure as to the form and content of such disclosure) or Section 5.10, from and after the date hereof, through and including the Closing Date, no press releases, announcements to the employees, customers or suppliers of the Company or any of its Subsidiaries or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of both Buyer and the Company (which consent shall not be unreasonably withheld, conditioned or delayed). The Company and Buyer agree to keep the terms of this Agreement confidential, except to the extent required by applicable Law or for financial reporting purposes and except that the parties may disclose such terms to their respective stockholders, employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). Each of the parties acknowledges that, following the execution of this Agreement or the termination of this Agreement pursuant to Article 9, that certain Nondisclosure Agreement, dated as of March 24, 2014, by and between Buyer and Aicent, Inc. (the ”Confidentiality Agreement”) shall remain in full force and effect pursuant to its terms; provided, however, that if the Closing occurs, the Confidentiality Agreement shall terminate and be of no further force or effect as of the Closing.
Press Releases and Announcements; Confidentiality. At and after the Closing, no press release or public statement related to this Agreement or the transactions contemplated hereby, or other announcement to the employees or customers of the Company, shall be issued without the prior written consent of the Buyer and the Stockholder Representative, except as required by applicable law (in which case the Party required to make a public disclosure agrees to inform the other Parties prior to any disclosure and such disclosure shall be prepared jointly by the Company and Buyer).
Press Releases and Announcements; Confidentiality. Prior to Closing, with the exception of notices delivered by Seller pursuant to the Petroleum Marketing Practices Act, none of Purchaser, Seller or their respective equity holders will prepare or disseminate any press releases, announcements or make other disclosures relating to the transactions contemplated hereby without the written consent of the other party, not to be unreasonably withheld or delayed; provided, that this subsection shall not preclude any party from making any disclosure as to the transactions contemplated hereby that the disclosing party reasonably believes is required by applicable law or agreement with any securities exchange, provided that the parties will discuss the terms of such disclosure prior to its release. Each party shall provide the other with the reasonable opportunity to review any such press releases, announcements or other disclosures prior to dissemination. Notwithstanding the foregoing, Purchaser expressly is permitted, from and after the date of this Agreement, to make disclosures of the transactions contemplated hereby, without discussing such disclosure with Seller to its lenders or in connection with Purchaser’s applying for and obtaining the permits, certificates, licenses, insurance and approvals necessary for Purchaser to carry on the Business as now conducted by Seller, including, without limitation, the permits, certificates, licenses and approvals needed for liquor, wine and beer sales, lottery sales, gasoline sales and tobacco sales.
