Press Releases and Confidentiality. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties, which approval shall not be unreasonably withheld; provided that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly traded securities (in which case the disclosing Party will advise the other Parties before making the disclosure). Each Party shall keep all information obtained from the other either before or after the date of this Agreement, or related to the Buyer’s proposed purchase of the Purchased Assets, the Seller’s proposed sale of the Purchased Assets, the contents of this Agreement or the negotiation of this Agreement, confidential, and no Party shall reveal such information to, or produce copies of any written information for, any Person outside its management group or its professional advisors (including lenders and prospective financing sources) without the prior written consent of the other Parties, unless such Party is compelled to disclose such information by judicial or administrative process or by any other requirements of Law or disclosure is reasonably necessary to obtain a License or a consent. If the transactions contemplated by this Agreement should fail to close for any reason, each Party shall return to the other as soon as practicable all originals and copies of written or recorded information provided to such Party by or on behalf of any other Party and none of such information shall be used by such Party, or its Representatives, in the business operations of any Person. Notwithstanding the foregoing, each Party’s obligations under this Section shall not apply to any information or document which (i) is or becomes the subject of a subpoena or other legal process, (ii) is or becomes available to the public other than as a result of a disclosure by such Party or its Affiliates in violation of this Agreement or other obligation of confidentiality under which such information may be held, or (iii) was obtained or is or becomes available to such Party on a nonconfidential basis from a source other than any other Party or its Representatives. Except as may be required by Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement in connection with any filing with or disclosure to any Governmental Au...
Press Releases and Confidentiality. Except as required by applicable law based on the advice of counsel, neither party shall make any public announcement, press release or Form 8-K filing under the Exchange Act with the SEC or any other filing with any other regulatory agency with respect to the transactions contemplated by this Agreement, without the prior written approval of the other party. Prior to the Closing Date (or at any time if the Closing does not occur), Buyer shall, and shall cause its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives to, keep confidential and not disclose to any Person (other than its members, officers, directors, employees, lenders, potential investors, auditors, accountants and representatives) or use any information relating to Seller, the General Partner, Tele-Communications, Inc., TCI or any of TCI's direct or indirect wholly-owned subsidiaries and (except in connection with the transactions contemplated hereby, including, but not limited to, efforts to obtain from Governmental Authorities and third parties Extensions and Required Consents to the transactions contemplated hereby and the operation of the Business) all non-public information obtained by Buyer pursuant to this Agreement. Prior to and following the Closing, Seller shall, and shall cause its officers, employees and representatives to, keep confidential and not disclose to any Person or use any information relating to Buyer and (except in connection with preparing Tax returns, conducting proceedings relating to Taxes or the Excluded Liabilities and, prior to the Closing Date, as required in the conduct of the Business or as permitted by Section 7.12) any non-public information relating to the Business. Buyer agrees to the inclusion of a description of the transactions contemplated by this Agreement in a letter to the Limited Partners. This Section 13.2 shall not be violated by disclosure pursuant to court order or as otherwise required by law, on condition that notice of the requirement for such disclosure is given to the other party hereto prior to making any disclosure and the party subject to such requirement cooperates as the other may reasonably request in resisting it.
Press Releases and Confidentiality. Neither HM nor Option Writer shall issue any press release or other announcements to the public relating to the execution of the Transaction Agreements or the transactions contemplated thereunder without the prior written consent of the other party. Each of Option Writer and HM shall hold confidential all financial and other information supplied by the other party in respect of the Transaction Agreements or the transactions contemplated therein, and Option Writer and HM agree to keep confidential the specific economics of the Securities Issuance Option, including but not limited to, the Option Fee and the Option Exercise Fee; provided that such confidentiality obligation shall apply only to non-public information, and information which was not available to the other party on a non-confidential basis from a third party. Notwithstanding any provision of this Section to the contrary, either Option Writer or HM may make any disclosure required to be made by it under applicable law (including federal securities law) if it determines in good faith that it is necessary to do so, and gives prior notice to the other party and discusses such disclosure with such other party. In addition, either Option Writer or HM may make any disclosure to which the other party gives its prior written consent.
Press Releases and Confidentiality. Each Party agrees that it will not issue a press release or public announcement or otherwise make any disclosure concerning this Amendment or the transactions contemplated hereby without prior written approval of the Company, Buyer, and Newco (as the case may be), except as may be required by applicable law, and Securities and Exchange Commission rule or regulation, or any stock exchange or NASDAQ rule or regulation (in which case the disclosing Party shall advise the Company, Buyer, and Newco (as the case may be) and provide them with a copy of the proposed disclosure prior to making the disclosure).
Press Releases and Confidentiality. 7.1 Upon executing this Agreement, the parties shall issue a joint press release as appearing in Exhibit B.
7.2 Upon entering the permitted ThermoFluor Deal in Infection specified in Section 3.3 above, 3DP shall issue a press release which identifies Scriptgen as part (i.e., a contributing licensor) of the collaboration agreement and states that Scriptgen maintains exclusivity under its intellectual property rights regarding future Infection collaborations.
7.3 The parties agree that except as provided in Sections 7.1 and 7.2 above, the terms and provisions contained herein shall be confidential. It shall not be a breach of this Agreement, however, for any party to: (a) disclose this Agreement to its outside counsel, or the financial effect hereof to its own accountants, auditors, creditors, investors, potential investors, merger partners or potential merger partners, provided that such recipients are directed to keep the terms confidential; or (b) make any disclosure necessary to comply with the financial, public disclosure or other reporting requirements under any applicable laws.
Press Releases and Confidentiality. Except as required by Law or stock exchange requirements, each of the parties to this Agreement hereby agrees with each other party that (a) no press release or similar public announcement or communication will be made or caused to be made, and (b) no information will be divulged, furnished or made accessible to any third party, in each case, concerning the execution or performance of this Agreement or the transactions contemplated hereby, unless specifically approved in advance by the other parties hereto.
Press Releases and Confidentiality. Prior to or after the Closing, neither party shall issue nor cause publication of any press release or public announcement with respect to this Agreement or the transactions contemplated hereby without the consent of both parties as to the form and content of such press release or public announcement. Each party will only communicate the content of this Agreement to such of its employees, affiliates, and/or its tax and legal advisors, who need to know the substance hereof.
Press Releases and Confidentiality. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement, or regulations relating thereto, concerning its publicly traded securities (or upon advice of counsel such release or announcement is appropriate or desirable under or in light of such Laws, agreements and regulations). Notwithstanding the foregoing, the Buyer and the Seller shall cooperate to prepare a joint press release to be issued on the Closing Date and, upon the request of either the Buyer or
Press Releases and Confidentiality. None of the Manager or any Member shall, or permit any of their respective Affiliates to, make any statement or release to the media any information regarding this Agreement or the terms and conditions hereof unless the content and timing of said statement or release shall have been approved by unanimous Consent of the Deciding Members. The Manager and each Member shall, and shall cause each of their respective Affiliates to, at all times, keep the terms and conditions of this Agreement confidential, except as provided in the first sentence of this Section 12.l and except to the extent reasonably necessary (i) to comply with applicable law and regulations; (ii) to enforce and carry out its obligations set forth in this Agreement; (iii) in any Proceeding pertaining to the Project, the LLC or any rights of the parties under this Agreement; or (iv) to obtain legal and financial advice from its attorneys, accountants and financial advisors. Any disclosure which is permitted by this Section 12.l shall indicate that the information is confidential and should be so treated by the third party.
Press Releases and Confidentiality. 20.1.1 The Buyer, on the one hand, and the Sellers, on the other hand, shall hold in confidence and not disclose or issue any press release or make any public announcement relating to the terms or subject matter of this Agreement without the prior written approval of the Sellers, on the one hand, or the Buyer, on the other hand, respectively, which approval shall not be unreasonably withheld, delayed or conditioned; provided that any Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly traded securities (in which case, the disclosing Parties will advise and consult with the other Party regarding the content of such disclosure before making such disclosure).
