Common use of Public Announcements and Confidentiality Clause in Contracts

Public Announcements and Confidentiality. 14.1 The Buyer and the Sellers’ Representative shall consult with each other and will mutually agree upon the content and timing of any press release or other public statements with respect to this Agreement and the transactions contemplated hereby and shall not issue or cause to be issued any such press release or make any such public statement prior to such consultation and agreement. Notwithstanding the foregoing, the Sellers understand and acknowledge that Vistaprint is a publicly-traded company subject to securities laws and related rules and regulations which govern the public disclosure of information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction contemplated by this Agreement as and to the extent it deems necessary or appropriate pursuant to applicable laws, rules, or regulations of the Securities and Exchange Commission, the Nasdaq Stock Market, or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”). 14.2 The Parties shall keep secret and confidential and shall not use, except as necessary for the execution and performance of this Agreement and the consummation of the transactions contemplated hereby, any information relating to: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained herein, in each case subject to the VP Disclosure Exception. Each Party shall cause its officers, employees, and consultants to whom such information has been disclosed for the purposes of this Agreement to comply with such undertaking.

Public Announcements and Confidentiality. 14.1 (a) The Buyer and the Sellers’ Representative Sellers shall consult with each not (and shall ensure that their Affiliates, directors, officers, employees, agents and other and will mutually agree upon the content and timing of any Representatives do not) issue a press release or any other public statements written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the transactions contemplated hereby, except, in the case of the Buyer, with respect to ASI’s consent or, in the case of the Sellers, with the Buyer’s consent (except in each case as required by Applicable Law, which, for purposes of this Section 15.7(a), shall include the rules and regulations of any exchange on which the Buyer’s or any Seller’s or their respective Affiliate’s securities are traded or listed). (b) Except (x) as permitted under Section 15.7(a) or (y) in the case of the Sellers, in connection with the Sellers seeking the consents and approvals contemplated by Section 13.4, each party will (and will cause its Affiliates, directors, officers, employees, agents and other Representatives to) keep confidential non-public information about the terms and conditions of this Agreement and the transactions contemplated hereby (unless it is required to disclose such information by Applicable Law, which, for purposes of this Section 15.7(b), shall include the rules and shall not issue regulations of any exchange on which the Buyer’s or cause any Seller’s or their respective Affiliate’s securities are traded or listed). If a party is required to be issued disclose the information by Applicable Law (other than disclosures permitted under Section 15.7(a)), to the extent reasonably practicable and permissible under the Applicable Law or listing requirements of a securities exchange: (i) it will give the other party prompt written notice of this proposed disclosure so that any such press release other party can seek a protective order; and (ii) if there is no such protective order, the disclosing party may disclose the information that, in its counsel’s opinion, it is required to disclose, after giving the other party written notice specifying this information as far in advance of disclosure as is reasonably practicable and permissible under the Applicable Law and using commercially reasonable efforts to obtain assurances that the information disclosed will be treated confidentially. (c) If this Agreement terminates, each party will (and will cause its Affiliates, directors, officers, employees, agents and other Representatives to) promptly return to the other party or make any destroy such public statement prior to other party’s written proprietary information supplied in connection with this Agreement upon the written request of such consultation and agreementother party. Notwithstanding the foregoing, the Sellers understand (i) each party and acknowledge that Vistaprint is its Representatives shall not be required to destroy any such information contained in an archived computer backup system stored as a publiclyresult of automated back-traded company subject to securities laws up procedures and related rules (ii) each party and regulations which govern the public disclosure its Representatives may retain one copy of such information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction contemplated by this Agreement as and to the extent it deems necessary and for so long as such retention is, upon advice of legal counsel, required by law or appropriate pursuant regulations. (d) Effective upon, and only upon, the Closing, each Seller shall, and shall cause its controlled Affiliates to applicable laws, rulesmaintain the confidentiality of the non-public information included in the Purchased Property that relates solely to the Funds, or regulations the Business or the Fund Business, including the performance record of each Fund. The foregoing does not restrict the Securities and Exchange Commission, the Nasdaq Stock Market, or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”). 14.2 The Parties shall keep secret and confidential and shall not use, except as necessary for the execution and performance right of this Agreement and the consummation of the transactions contemplated hereby, any Person to disclose such information relating to: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms to its respective directors, managers, trustees, officers, stockholders and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion employees or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained hereinlegal or financial advisors, in each case subject on a need to know basis, (ii) in statements reasonably believed to be truthful made to any Governmental Entity or arbitrator or in documents produced or testimony given in connection with legal process in connection with any Action relating to the VP Disclosure Exceptionenforcement of this Agreement, (iii) as required under Applicable Law, or (iv) to the extent permitted under Section 8.5. Each Party shall cause Notwithstanding the foregoing, if, on the advice of its legal counsel, any Seller, or controlled Affiliate of a Seller, or its or its controlled Affiliates’ respective directors, managers, trustees, officers, employeesstockholders and employees or its or its controlled Affiliates’ legal or financial advisors becomes obliged to disclose information pursuant to Applicable Law, such Person shall inform the Buyer promptly and consultants in any event prior to whom such information has been disclosed for disclosure (unless such notification would be unlawful) and, if lawful and reasonably practicable, make all reasonable efforts to assist and co-operate with the purposes of this Agreement Buyer in seeking a protective order or taking other appropriate action to comply with limit or prevent such undertakingdisclosure. If, despite such action, such party is obliged to make a disclosure, it shall only do so to the extent to which it is advised by its legal counsel that it is obliged to do so pursuant to Applicable Law, but not further or otherwise.

Public Announcements and Confidentiality. 14.1 The Buyer parties agree that all data and information relating to the Sellers’ Representative JV, including but not limited to any information relating to or provided under any Ancillary Document, the JV's trade secrets, know-how, inventions, discoveries, improvements, technologies, business practices and methods, whether or not patented, lists of suppliers, and information relating to the JV's financial statements, customer identities and utilization patterns, needs and participation levels, potential customers, suppliers, products, servicing methods, equipment, programs, analyses, profit margins and cost data, shall consult be kept confidential by both parties and shall not, whether prior to or after the date hereof, be disclosed to any person, firm, or corporation, except to the extent that such data or information is generally known to the trade or in the public domain. The parties, however, may provide the information to third parties (i) for the purpose of assisting in the evaluation of the JV, its performance, or its operations, (ii) for the purpose of determining the value of said party's equity interest in the JV, (iii) with each the written consent of the other party to the JV and will mutually agree upon (iv) for any other purpose consistent with the content and timing of any press release or other public statements with respect to activities contemplated by this Agreement and the transactions contemplated hereby and shall not issue or cause Ancillary Documents; provided that in each case the disclosing party takes reasonable precautions to be issued any such press release or maintain the confidential nature of the information. The parties may also make any such public statement prior disclosures necessary to such consultation comply with applicable securities and agreementother disclosure laws. Notwithstanding the foregoing, the Sellers understand The parties recognize and acknowledge that Vistaprint is a publicly-traded company subject any breach by them of the foregoing provisions of this section may cause irreparable harm to securities laws and related rules and regulations which govern the public disclosure of information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders other party and the public investment community. As suchJV and, in the Sellers agree event of any such breach, such other party or the JV shall, in addition to all other remedies available to it, at law or in equity, be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction to enjoin such breaching party from doing any act in violation of such provisions, and that Vistaprint shall have such other party or the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction contemplated by this Agreement as and to the extent it deems necessary or appropriate pursuant to applicable laws, rules, or regulations of the Securities and Exchange Commission, the Nasdaq Stock Market, or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”). 14.2 The Parties shall keep secret and confidential and JV shall not use, except be required to show actual monetary damages as necessary for the execution and performance a prerequisite to such relief. The above provisions shall survive any termination of this Agreement and any dissolution of the consummation JV for a period of five years after such termination or dissolution. Each party agrees not to make any public disclosure regarding the existence or the substance of the transactions contemplated hereby, any information relating to: (i) hereby without the negotiations carried out in view of entering into this Agreement; (ii) the terms and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance prior approval of the obligations contained hereinother party, in each case subject except to the VP Disclosure Exception. Each Party shall cause its officers, employees, and consultants to whom extent that either party reasonably determines that such information has been disclosed for the purposes of this Agreement to comply with such undertakingdisclosure is required by applicable law or regulation.

Public Announcements and Confidentiality. 14.1 The Buyer and (a) Subject to Article 8.4(b), neither the Sellers’ Representative Purchaser nor any of the Sellers shall, or shall consult with each other and will mutually agree upon permit any of their respective Affiliates, representatives or advisors to, issue or cause the content and timing publication of any press release or other public statements announcement or disclosure of any information with respect to this Agreement (including its existence and all or part of its terms), the transactions contemplated hereby or the other Parties to this Agreement ("Confidential Information") without the prior mutual written consent of the Purchaser and shall the Sellers’ Agent. (b) Article 8.4(a) does not issue apply to a disclosure of Confidential Information: (i) to the extent that it is generally known to the public not as a result of a breach of any duty of confidentiality; (ii) to a director, officer or cause employee of a Seller, the Purchaser or an Acquired Company, in each case whose function requires him to have the Confidential Information; (iii) by any Seller (x) in the course of fulfilling his duties and obligations to an Acquired Company as director, officer or employee of any Acquired Company following Closing or (y) to a notary for the purpose of a Permitted Transfer; (iv) (x) to the extent that it is required to be issued any such press release disclosed by applicable Law, rule of a listing authority or make any such public statement prior a stock exchange or requested by a Governmental Authority with relevant powers to such consultation and agreement. Notwithstanding which a Seller or the foregoingPurchaser is subject or submits, the Sellers understand and acknowledge that Vistaprint is or (y) as requested by a publicly-traded company subject regulator with power to securities laws and related rules and regulations which govern the public disclosure of information related compel disclosure, or (z) as disclosed to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures a Governmental Authority in connection with the any transaction contemplated by this Agreement (notably in connection with the Required Clearances), in each case whether or not the requirement, request or disclosure (as applicable) is legally required provided that the disclosure shall so far as is practicable and lawful be made after consultation with the Purchaser (in the case of disclosure by a Seller) or after consultation with the Sellers’ Agent (in the case of disclosure by the Purchaser); (v) to an adviser, agent or auditor provided that such disclosure is reasonably necessary in connection with their engagement and is subject to customary confidentiality obligations; (vi) by the Purchaser or the Guarantor to (x) any of its Affiliates, (y) its debt providers (subject to customary confidentiality obligations) and (z) any investors or potential investors in the Purchaser or any of its Affiliates (subject to customary confidentiality obligations), but, in case of (z) only to the extent it deems necessary or appropriate pursuant that the disclosure is limited to applicable laws, rules, or regulations an information relating to the direct and indirect shareholding held in the Group Companies and the financial terms relating to the equity investment in the Purchaser made in the context of the Securities Transaction; (vii) by the IK Investor to: (x) any of its Affiliates, (y) IK Investment Partners Ltd and Exchange Commissionits Affiliates and any participants or investors or potential investors in any fund advised or managed by IK Investment Partners Ltd or any of its Affiliates or (z) any investors in the IK Investor or any of their Affiliates; or (viii) by any of the Parties to enforce its rights under this Agreement. (c) In the event any such press release, the Nasdaq Stock Market, public announcement or other relevant regulatory agencies disclosure is required under Article 8.4(b)(iv) to be made by the Party proposing to issue the same, such Party shall, to the extent permitted by Law, notify the other Parties prior to the issuance or bodies (making of any such press release, public announcement or other disclosure and shall use its reasonable endeavors to consult in good faith with the “VP Disclosure Exception”)other Parties and to take into account the reasonable requirements of such Parties as to the timing, contents and manner of making any such press release, public announcement or other disclosure. 14.2 (d) The Parties shall keep secret and confidential and shall not use, except as necessary for the execution and performance of this Agreement and the consummation of the transactions contemplated hereby, any information relating to: expressly agree that (i) the negotiations carried out exceptions set forth in view Article 8.4(b) to disclosure and use of entering into this Agreement; the Confidential Information shall be applicable in the same manner to the Confidentiality Agreement in respect of the confidentiality undertakings set forth therein and (ii) the terms Confidentiality Agreement shall continue to apply after the date hereof and conditions shall automatically terminate upon Closing. (e) The undertakings set forth in Article 8.4(a) shall survive for a period of two (2) years following (i) the Closing or (ii) in the event of termination of this Agreement; and , the date of such termination. (iiif) any document executedFor the purpose of this Article 7.4, any action takenas from the Closing Date, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained herein, in each case subject information relating to the VP Disclosure Exception. Each Party Group Companies shall cause its officers, employees, and consultants be treated as information relating to whom such information has been disclosed for the purposes of this Agreement to comply with such undertakingPurchaser.

Public Announcements and Confidentiality. 14.1 (a) The Buyer and the Sellers’ Representative Sellers shall consult with each not (and shall ensure that their Affiliates, directors, officers, employees, agents and other and will mutually agree upon the content and timing of any Representatives do not) issue a press release or any other public statements written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the transactions contemplated hereby, except, in the case of the Buyer, with respect to SLPI’s consent or, in the case of the Sellers, with the Buyer’s consent (except in each case as required by Applicable Law, which, for purposes of this Section 15.7(a), shall include the rules and regulations of any exchange on which the Buyer’s or any Seller’s or their respective Affiliate’s securities are traded or listed). (b) Except (x) as permitted under Section 15.7(a) or (y) in the case of the Sellers, in connection with the Sellers seeking the consents and approvals contemplated by Section 13.4, each party will (and will cause its Affiliates, directors, officers, employees, agents and other Representatives to) keep confidential non-public information about the terms and conditions of this Agreement and the transactions contemplated hereby (unless it is required to disclose such information by Applicable Law, which, for purposes of this Section 15.7(b), shall include the rules and shall not issue regulations of any exchange on which the Buyer’s or cause any Seller’s or their respective Affiliate’s securities are traded or listed). If a party is required to be issued disclose the information by Applicable Law (other than disclosures permitted under Section 15.7(a)), to the extent reasonably practicable and permissible under the Applicable Law or listing requirements of a securities exchange: (i) it will give the other party prompt written notice of this proposed disclosure so that any such press release other party can seek a protective order; and (ii) if there is no such protective order, the disclosing party may disclose the information that, in its counsel’s opinion, it is required to disclose, after giving the other party written notice specifying this information as far in advance of disclosure as is reasonably practicable and permissible under the Applicable Law and using commercially reasonable efforts to obtain assurances that the information disclosed will be treated confidentially. (c) If this Agreement terminates, each party will (and will cause its Affiliates, directors, officers, employees, agents and other Representatives to) promptly return to the other party or make any destroy such public statement prior to other party’s written proprietary information supplied in connection with this Agreement upon the written request of such consultation and agreementother party. Notwithstanding the foregoing, the Sellers understand (i) each party and acknowledge that Vistaprint is its Representatives shall not be required to destroy any such information contained in an archived computer backup system stored as a publiclyresult of automated back-traded company subject to securities laws up procedures and related rules (ii) each party and regulations which govern the public disclosure its Representatives may retain one copy of such information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction contemplated by this Agreement as and to the extent it deems necessary and for so long as such retention is, upon advice of legal counsel, required by law or appropriate pursuant regulations. (d) Effective upon, and only upon, the Closing, each Seller shall, and shall cause its controlled Affiliates to applicable laws, rulesmaintain the confidentiality of the non-public information included in the Purchased Property that relates solely to the Fund, or regulations the Business or the Fund Business, including the performance record of the Securities and Exchange Commission, Fund. The foregoing does not restrict the Nasdaq Stock Market, or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”). 14.2 The Parties shall keep secret and confidential and shall not use, except as necessary for the execution and performance right of this Agreement and the consummation of the transactions contemplated hereby, any Person to disclose such information relating to: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms to its respective directors, managers, trustees, officers, stockholders and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion employees or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained hereinlegal or financial advisors, in each case subject on a need to know basis, (ii) in statements reasonably believed to be truthful made to any Governmental Entity or arbitrator or in documents produced or testimony given in connection with legal process in connection with any Action relating to the VP Disclosure Exceptionenforcement of this Agreement, (iii) as required under Applicable Law, or (iv) to the extent permitted under Section 8.5. Each Party shall cause Notwithstanding the foregoing, if, on the advice of its legal counsel, any Seller, or controlled Affiliate of a Seller, or its or its controlled Affiliates’ respective directors, managers, trustees, officers, employeesstockholders and employees or its or its controlled Affiliates’ legal or financial advisors becomes obliged to disclose information pursuant to Applicable Law, such Person shall inform the Buyer promptly and consultants in any event prior to whom such information has been disclosed for disclosure (unless such notification would be unlawful) and, if lawful and reasonably practicable, make all reasonable efforts to assist and co-operate with the purposes of this Agreement Buyer in seeking a protective order or taking other appropriate action to comply with limit or prevent such undertakingdisclosure. If, despite such action, such party is obliged to make a disclosure, it shall only do so to the extent to which it is advised by its legal counsel that it is obliged to do so pursuant to Applicable Law, but not further or otherwise.

Public Announcements and Confidentiality. 14.1 (a) The Buyer Sellers and Seller's Guarantors and Xxxxxx and the Sellers’ Representative Buyer shall cooperate and consult with each other and will mutually agree upon the content and timing of before issuing any press release or other otherwise making any public statements statement with respect to this Agreement and or the other Transaction Documents or the transactions contemplated hereby or thereby. Without limiting the foregoing sentence, without the prior consent of the other party, neither the Sellers or the Seller's Guarantors nor Xxxxxx or the Buyer shall, and the Sellers and Seller's Guarantors shall cause the Company not to, issue or cause to be issued any such press release or otherwise make any such public statement prior with respect to such consultation and agreement. Notwithstanding the foregoing, the Sellers understand and acknowledge that Vistaprint is a publicly-traded company subject to securities laws and related rules and regulations which govern the public disclosure of information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction transactions contemplated by this Agreement as and to the extent it deems necessary or appropriate pursuant to applicable laws, rulesother Transaction Documents, or regulations disclose the existence of this Agreement or the Securities and Exchange Commission, other Transaction Documents or the Nasdaq Stock Market, contents hereof or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”). 14.2 The Parties shall keep secret and confidential and shall not usethereof, except as necessary for required by applicable laws and regulations, in which case the execution party required to disclose shall promptly notify the other party and performance the parties shall cooperate and consult with each other to the maximum extent possible. (b) The Sellers and Seller's Guarantors shall not, and shall cause their Affiliates not to, use or disclose to any Person any proprietary or confidential information relating to the Company or any Subsidiary, their business and operations, or any of their assets, except with the prior consent of Xxxxxx or the Buyer or as required by applicable laws or regulations, in which case such Person shall provide Xxxxxx and the Buyer prompt notice of such requirement. (c) It is understood and agreed that the parties hereto remain bound by the Confidentiality Agreement dated as of September 10, 1996, provided, however, that Xxxxxx and the Buyer may disclose such information concerning the transactions contemplated by this Agreement and the consummation of other Transaction Documents as may be necessary or useful in connection with obtaining the financing for the transactions contemplated hereby, any information relating to: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained herein, in each case subject to the VP Disclosure Exception. Each Party shall cause its officers, employees, and consultants to whom such information has been disclosed for the purposes of this Agreement to comply with such undertaking.