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 Authority. The Parties’ confidentiality obligations under this Section shall survive the Closing or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities laws.
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Samples: Asset Sale and Purchase Agreement (PBF Energy Inc.), Asset Sale and Purchase Agreement (PBF Energy Inc.)
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 PartiesParty, 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 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 which case light of such Laws, agreements and regulations). Notwithstanding the disclosing Party will advise foregoing, the other Parties before making Buyer and the disclosure)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 the Seller, at the time of signing of this Agreement. 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 lenders, prospective financing sources, counsel and accountants) without the prior written consent of the other PartiesParty, unless such Party is compelled to disclose such information by judicial or administrative process or by any other requirements of Law Law, including for SEC reporting purposes, 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 each Party by or on behalf of any the other Party and none of such information shall be used by such Party, or its Representatives, in subject to the business operations terms of any Personthe Confidentiality Agreement. 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 the 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 schedules to this Agreement in connection with any filing with or disclosure to any Governmental Authority. The Parties’ confidentiality obligations under this Section shall survive the Closing or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities lawslaws or NYSE regulations.
Appears in 1 contract
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 Sellers’ proposed sale of the Purchased Assets, the contents of this Agreement or the negotiation of this Agreement, Agreement confidential, and no Party shall reveal such information to, or nor 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 others as soon as practicable all originals and copies of written or recorded information provided to such Party by or on behalf of any the other Party Parties 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 non-confidential basis from a source other than any the 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 Authority. The Parties’ confidentiality obligations under this Section shall survive the Closing or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, or is intended to, impair or modify any of the rights or obligations of the Buyer or its Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Personspersons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (yz) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities laws. In connection with all pending property Tax litigation and the rights granted in Section 5.3.1.5, the Sellers may produce and introduce into evidence this Agreement subject to the existing protective order in such case, without the Buyer’s consent.
Appears in 1 contract
Samples: Asset Sale Agreement (Sunoco Inc)
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 a) Following the date of this Agreement, any press release issued by a Party or related any of its Subsidiaries or its or their Representatives in relation to the Buyer’s proposed purchase Offer shall only be published after a draft of such press release has been provided to the Purchased AssetsCompany (in case of a press release by the Bidder or any of its Subsidiaries or its or their Representatives) or the Bidder and the Offeror (in case of a press release by the Company or any of its Subsidiaries or its or their Representatives). Nothing in this Agreement shall restrict or prohibit:
(i) any announcement or disclosure required by Legal Requirements; or Transaction Agreement between Liberty Global plc and Sunrise Communications Group AG 21 | 39 (ii) any disclosure to any Representatives who are required to receive such information to carry out their duties (conditional upon any such Person agreeing to keep such information confidential for so long as the disclosing Party is obligated to do so).
(b) The confidentiality agreement between the Company and Liberty Global Europe Limited dated as of August 3, 2020 (the Seller’s proposed sale of Confidentiality Agreement), and all rights and obligations thereunder are hereby terminated.
(c) Subject to Section 10(d) from the Purchased Assets, the contents date of this Agreement until the earlier of the settlement of the Offer or twenty-four (24) months from the negotiation date of this Agreement, confidentialeach Party shall, and no Party shall reveal such information toprocure that its Affiliates and its and their Representatives will, 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 except with prior written consent of the respective other PartiesParty:
(i) keep Confidential Information and any part thereof in strict confidence and not disclose the same to any Person other than to those of its Representatives who need to know the same for the purposes of, 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 as set forth in, this Agreement should fail to close and the Offer (including its financing) and who are bound, by law, agreement or otherwise, by appropriate confidentiality obligations and have been made aware of the terms of this Section 10(c); and
(ii) not use Confidential Information or any part thereof for any reasonpurpose other than for the purposes of, each or as set forth in, this Agreement and the Offer (including its financing).
(d) Nothing in this Agreement shall preclude either Party from, or restrict either Party in, disclosing any Evaluation Information or any Transaction Information to any Person (whether publicly or not) in compliance with its obligations under applicable laws and regulations or upon request from any competent governmental authority, stock exchange or other regulatory body; provided that, if a Party elects to make any such disclosure, it shall, if reasonably practicable and lawfully permitted and possible under applicable laws and regulations, inform and, as regards timing, content and other details of such disclosure, consult with the other Party as early as possible prior to making any such disclosure; and further provided that either Party shall return make any such disclosure only to the extent to which and in the form and manner in which it is obliged under applicable laws and regulations or has been requested by a competent governmental authority, stock exchange or other as soon as practicable all originals regulatory body.
(e) If this Agreement is terminated pursuant to Section 11(a) and copies of written or recorded information provided to such Party by or on behalf of any upon a Party's subsequent request the other Party shall, and none of such information shall be used by such Partyprocure that all other Receiving Parties will, or its Representatives, promptly destroy all Confidential Information and confirm to the requesting Party in the business operations of any Person. Notwithstanding the foregoing, each Party’s obligations under writing compliance with this Section 10(e). The obligation to return or destroy Confidential Information shall not apply to any information or document which (i) is computer records and files which have been created pursuant to automatic electronic archiving, IT back-up or becomes the subject of a subpoena internal disaster recovery procedures, or other legal process, (ii) any Confidential Information that is included or becomes available to has been filed in the public other than as a result of a disclosure by such Party or its Affiliates in violation of this Agreement minutes or other obligation records of confidentiality under which such information may be heldthe board of directors or management committees of the other Party (or any of its respective Affiliates), or (iii) was obtained any Confidential Information which a Receiving Party is required to retain in order to comply with applicable laws or is or becomes available to such Party on a nonconfidential basis from a source other than any other Party or its Representativesregulations. Except as may Such retained Confidential Information shall be required by Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement held in connection with any filing with or disclosure to any Governmental Authority. The Parties’ confidentiality obligations under this Section shall survive the Closing or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement confidence in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (Section 10(c) and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities lawsSection 10(d).
Appears in 1 contract
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 PartiesParty, 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 Party 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 Assetseach Contribution described in Section 2.1, the contents of this Agreement or the negotiation of this Agreement, Agreement confidential, and no Party shall reveal such information to, or nor 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 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 non-confidential basis from a source other than any the 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 Authority. The Parties’ confidentiality obligations under this Section shall survive the Closing or the earlier termination of this Agreement for a period of three (3) years. Nothing in this Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its terms. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities laws.
Appears in 1 contract
Samples: Contribution Agreement (Sunoco Logistics Partners L.P.)
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 PartiesParty, which approval shall not be unreasonably withheld; provided provided, however, that (i) 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 shall provide notice to the other Parties before Party prior to making the any such disclosure); and that (ii) neither Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement until the Sellers have confirmed in writing to the Buyers that the Sellers have received the Deposit. Each Party The Buyer shall keep all information obtained from the other either before or after Sellers and their Affiliates confidential for a period of five (5) years following the date of this Agreement, or related earlier to the Buyer’s proposed purchase occur of the Purchased Assets, Closing or the Seller’s proposed sale of the Purchased Assets, the contents early termination of this Agreement or (provided, however, that Buyer shall keep confidential the negotiation of this Agreement, confidentialSellers’ Standards and other Seller Confidential Data in perpetuity), and no Party the Buyer shall not 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 PartiesSellers, unless such Party the Buyer 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 consentapplicable Law. If the transactions contemplated by this Agreement should fail to close for any reason, each Party the Buyer shall use Reasonable Efforts to return to the other Sellers, or destroy and confirm such destruction, as soon as practicable all originals and copies of written or recorded information and confirm destruction of all information in electronic form provided to such Party the Buyer by or on behalf of the Sellers and in no event shall any other Party and none of such information shall be used by such Partythe Buyer, or its Representatives, in the business operations of any Person. Notwithstanding the foregoing, each PartyThe Buyer’s obligations obligation to keep information confidential under this Section 19.1 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 the Buyer or its Affiliates in violation of this Agreement or other obligation of confidentiality under which such information may be held, held or (iiiii) was obtained or is or becomes available to such Party the Buyer on a nonconfidential non-confidential basis from a source other than any other Party the Sellers or its their Representatives. Except as may be required by applicable Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement (including all schedules and exhibits thereto) in connection with any filing with or disclosure to any Governmental Authority. The Parties’ confidentiality obligations under this Section 19.1 shall survive the Closing or the earlier termination of this Agreement for a period of three (3) yearsClosing. Nothing in this This Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under 19.1 shall supersede the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its termsis hereby terminated. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax Tax treatment and tax Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax Tax analyses) that are provided to it relating to such tax Tax treatment and tax Tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions and (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities laws.this Agreement and
Appears in 1 contract
Samples: Purchase and Sale Agreement
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 PartiesParty, which approval shall not be unreasonably withheld; provided provided, however, that (i) 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 shall provide notice to the other Parties before Party prior to making the any such disclosure); and that (ii) neither Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement until the Sellers have confirmed in writing to the Buyers that the Sellers have received the Deposit. Each Party The Buyer shall keep all information obtained from the other either before or after Sellers and their Affiliates confidential for a period of five (5) years following the date of this Agreement, or related earlier to the Buyer’s proposed purchase occur of the Purchased Assets, Closing or the Seller’s proposed sale of the Purchased Assets, the contents early termination of this Agreement or (provided, however, that Buyer shall keep confidential the negotiation of this Agreement, confidentialSellers’ Standards and other Seller Confidential Data in perpetuity), and no Party the Buyer shall not 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 PartiesSellers, unless such Party the Buyer 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 consentapplicable Law. If the transactions contemplated by this Agreement should fail to close for any reason, each Party the Buyer shall use Reasonable Efforts to return to the other Sellers, or destroy and confirm such destruction, as soon as practicable all originals and copies of written or recorded information and confirm destruction of all information in electronic form provided to such Party the Buyer by or on behalf of the Sellers and in no event shall any other Party and none of such information shall be used by such Partythe Buyer, or its Representatives, in the business operations of any Person. Notwithstanding the foregoing, each PartyThe Buyer’s obligations obligation to keep information confidential under this Section 19.1 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 the Buyer or its Affiliates in violation of this Agreement or other obligation of confidentiality under which such information may be held, held or (iiiii) was obtained or is or becomes available to such Party the Buyer on a nonconfidential non-confidential basis from a source other than any other Party the Sellers or its their Representatives. Except as may be required by applicable Law, the Parties shall seek appropriate protective orders or confidential treatment for the Schedules to this Agreement (including all schedules and exhibits thereto) in connection with any filing with or disclosure to any Governmental Authority. The Parties’ confidentiality obligations under this Section 19.1 shall survive the Closing or the earlier termination of this Agreement for a period of three (3) yearsClosing. Nothing in this This Section shall, or is intended to, impair or modify any of the obligations of the Buyer or its Affiliates under 19.1 shall supersede the Confidentiality Agreement, which remains in effect until termination of such agreement in accordance with its termsis hereby terminated. Notwithstanding anything herein to the contrary, any Party to this Agreement (and any employee, Representative, or other agent of any Party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax Tax treatment and tax Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax Tax analyses) that are provided to it relating to such tax Tax treatment and tax Tax structure; provided, however, 45 Highly Confidential that such disclosure may not be made (i) until the earlier of (x) the date of public announcement of discussions relating to the transactions and (y) the date of the execution of an agreement to enter into the transactions this Agreement and (ii) to the extent required to be kept confidential to comply with any applicable Law, including any applicable federal or state securities laws.
Appears in 1 contract
