Press Releases; Confidentiality. Landlord shall have the right, without further notice to Tenant, to include general information relating to the Lease, including Tenant’s name, the Building and the square footage of the Premises in press releases relating to Landlord’s and its affiliates’ leasing activity. Information relating to rates set forth in the Lease will not be released without Tenant’s prior written consent. Tenant shall not issue, nor permit any broker, representative, or agent representing Tenant in connection with the Lease to issue, any press release or other public disclosure regarding the Lease or any of the terms contained in the Lease (or any amendments or modifications thereto), without the prior written approval of Landlord. The parties acknowledge that the transaction described in the Lease (and any amendments and modifications thereto) and the terms thereof are of a confidential nature and shall not be disclosed except to such party’s employees, attorneys, accountants, consultants, advisors, affiliates, and actual and prospective purchasers, lenders, investors, subtenants and assignees (collectively, “Permitted Parties”), and except as, in the good faith judgment of Landlord or Tenant, may be required to enable Landlord or Tenant to comply with its obligations under law or under rules and regulations of the Securities and Exchange Commission. Neither party may make any public disclosure of the specific terms of the Lease, except as required by law or as otherwise provided in this paragraph. In connection with the negotiation of the Lease and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have had access to confidential information relating to the other party. Each party shall treat such information and shall cause its Permitted Parties to treat such confidential information as confidential, and shall preserve the confidentiality thereof, and not duplicated or use such information, except to Permitted Parties.
Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser or Sellers are required by applicable law or legal process to disclose any Proprietary Information, the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to ...
Press Releases; Confidentiality. The Parties shall consult each other with respect to any press release or public announcement concerning this Agreement and the transactions contemplated hereby, and, except as required by, or pursuant to applicable law, or the applicable rules and regulations of any governmental body or stock exchange, neither Party shall issue any press release or public announcement without the prior written consent of the other Party, and each Party shall keep this Agreement and its contents confidential.
Press Releases; Confidentiality. (a) Dxx X. Xxxxxxxx, individually (the “Principal Investor”), recognizes and acknowledges that he has in the past and may currently have, access to certain confidential information of the Company and its affiliates that is valuable, special and unique to the business of the Company and its affiliates. The Principal Investor agrees that for a period of two (2) years, he will not disclose such confidential information to any Person for any purpose or reason whatsoever, except (i) to the Stockholders or any authorized representatives of the Stockholders who need to know information in connection with the transactions contemplated hereby and by the Merger Agreement, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby and (ii) to counsel and other advisors, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section, unless (A) such information becomes known to the public generally through no fault of any Stockholders, was developed by the Principal Investor without reliance on otherwise confidential information, or is acquired from a person who is not known by the Principal Investor to be in breach of an obligation of confidentiality to the Company, (B) disclosure is required by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (B), the Principal Stockholder shall, if possible, give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure, (C) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (D) in connection the enforcement of the Stockholders’ rights hereunder or under the Merger Agreement.
(b) The Stockholders acknowledge and agree that the Company will be required to publicly disclose this Agreement and the transactions contemplated by this Agreement following the Closing pursuant to applicable securities rule and regulations and exchange requirements.
(c) In the event of a breach or threatened breach by the Principal Investor of the provisions of this Section 5.2, the Company shall be entitled to an injunction restraining the Principal Investor from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Compa...
Press Releases; Confidentiality. (a) Following the date of this Agreement, all press releases issued in connection with the Offer shall only be published after ChemChina and Syngenta shall have consulted and agreed on the contents of such press releases. Nothing in this Agreement shall restrict or prohibit:
(i) any announcement or disclosure required by statutory law or by a decision or decree of any competent judicial or regulatory authority or by the regulations of any competent stock exchange (in which case the Parties shall cooperate in good faith in order to agree on the content of any such announcement prior to it being made public);
(ii) ChemChina or Syngenta from making any disclosure to any of its 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 non-disclosure agreement entered into between Syngenta and ChemChina dated January 10, 2016 (the NDA), and all rights and obligations thereunder shall be deemed suspended upon execution of this Agreement, but shall be re-activated and continue in Transaction Agreement between ChemChina, CNAC and Syngenta 30 | 34 full force and effect if this Agreement is terminated in accordance with Article 11. The NDA shall be deemed terminated upon the First Settlement. During the term of this Agreement until the First Settlement, each Party, its Affiliates and its Representatives shall not use any Confidential Information (as defined in the NDA) of the other Party other than for the purposes of, and set forth in, or made in compliance with, this Agreement, and shall otherwise keep such Confidential Information confidential.
Press Releases; Confidentiality. Neither NeoMedia nor Licensee shall make public information that the parties have reached an agreement or regarding the terms and conditions of the agreement without the review and written consent of the other party, which shall be provided within three (3) business days of receipt. Notwithstanding the foregoing, either party may unilaterally make factually accurate public disclosures as may be required under applicable law but each party agrees to provide the other with a draft of such disclosure at least three (3) business days prior to such disclosure. The provisions of Exhibit A shall be kept confidential by NeoMedia.
Press Releases; Confidentiality. Except to the extent required by applicable law, each of the Company, Flag, and Purchaser agrees that it will not issue any press release, advertisement or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the parties hereto, which consent may be granted or withheld in the sole discretion of any other party. The parties agree that this Agreement and the terms contained herein shall be kept confidential by the parties and their affiliates and agents except to the extent disclosure is required by applicable legal requirements, in which event the disclosing party shall immediately notify the other party of the requirement and the terms thereof prior to submission and the disclosing party shall cooperate to the maximum extent reasonably practicable to prevent or minimize the disclosure of such confidential information.
Press Releases; Confidentiality. No information in connection with this AGREEMENT shall be released to the public, including, without limitation, through press releases, without the express written permission of SOLAR LOGIC and REGENT, unless required by applicable federal, state or local laws. Any information received by REGENT shall remain confidential, except to the extent as may be required by applicable law.
Press Releases; Confidentiality. Neither party will make any ------------------------------- publicity release concerning this Agreement or the transactions contemplated hereby without advance written approval thereof by the other party. Each party agrees to cooperate with the other in the development and distribution of all news releases with respect to this Agreement, the Transaction or any of the transactions contemplated hereby or thereby. Unless otherwise agreed by Purchaser in writing, Seller will, and will cause its Affiliates to, at all times keep the existence of the Transaction, this Agreement and the terms and conditions of this Agreement confidential, and further agrees not to disclose to any Person any nonpublic information regarding the Purchaser. Seller will immediately, and in any event within three business days, notify Purchaser if Seller has received any request or demand for disclosure of any information protected hereunder that is purported to be required by legal process, applicable law or regulation. Seller will provide Purchaser with copies of such request or demand so that Purchaser may seek a protective order or other appropriate remedy. Seller further agrees to cooperate with Purchaser in its attempt to maintain the confidentiality of the information sought. If Purchaser is unable to obtain a protective order or other remedy, Seller may disclose such confidential information if in the written opinion of counsel Seller is required to do so. In such event, Seller may disclose only the information actually required to be disclosed pursuant to such legal process or applicable law or regulation.
Press Releases; Confidentiality. No public announcement shall be made by any Member with regard to the Company or transactions contemplated by this Agreement without the prior written consent of the other Members; provided that any Member may make such disclosure if required by law, legal process or rule or regulation of a national securities exchange on which the securities of a party are listed. Each Member will discuss any public announcements or disclosures concerning the transactions contemplated by this Agreement with the other Members prior to making any such announcements or disclosures. The Members acknowledge that during the course of and in preparation for the transactions contemplated by this Agreement (including their performance of the design, construction, operation and maintenance of the System), they will disclose to and receive from each other, in written form or orally, certain proprietary or other confidential information, including without limitation, technical, marketing and other business information. Such information shall be disclosed and received subject to this Section 16.12.
(a) For purposes hereof, in addition to the information referred to in the immediately preceding sentence, Confidential Information also includes without limitation:
(i) commercial or technical knowledge, information compilation, data, material or software products, sketches, plans, notes, drawings, measurements, designs, specifications, calculations, prototypes, formulas, intellectual property, development and research programs, production reports and process and laboratory analyses;
(ii) customer lists, pricing methods and information, policies, strategies and activities regarding exploitation, marketing and sales or regarding general administration and financial matters; and
(iii) any other information that is marked "Confidential" or otherwise designated clearly as being confidential, secret, reserved or exclusive information including without limitation, all information acquired during visual disclosure, provided that said information had been designated confidential at the time of such disclosure or by a writing sent within thirty (30) days thereafter.
(b) The recipient of Confidential Information hereunder hereby undertakes that the Confidential Information will be kept confidential and will not be disclosed by the recipient, its employees, agents or representatives, in any manner whatsoever, in whole or in part, provided that such obligation shall terminate on the fifth anniversary ...
