Public Announcements and Confidentiality. (a) Before the Closing, Buyer, Company and the Selling Parties shall not (and shall ensure that their Affiliates, directors, officers, Employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the Transactions except, in the case of Buyer, with Company’s consent or, in the case of Company, with Buyer’s consent (except in each case as required by Applicable Law or as contemplated by Section 4.1.5 or in obtaining required Governmental Approvals or other Consents). (b) Each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) keep confidential non-public information about the proposed sale and the terms and conditions of this Agreement (unless it is required to disclose such information by Applicable Law or as contemplated by Section 4.1.5 or in connection with obtaining required Governmental Approvals or other Consents or in connection with AIM). If a Party is required to disclose the information by Applicable Law: (i) it will (to the extent not prohibited under Applicable Law) give the other Parties prompt written notice of this proposed disclosure so that any of them 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 Parties written notice (to the extent not prohibited under Applicable Law) specifying this information as far in advance of disclosure as practicable 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 each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Titanium Asset Management Corp)
Public Announcements and Confidentiality. (a) Before From and after the Closingdate of this Agreement, Buyerexcept as required by Legal Requirement (in which event, Company and the Selling Parties party required to make the statement or announcement shall, to the extent practicable, allow the other party reasonable time to comment on such statement or announcement), no party to this Agreement shall not (and shall ensure that their Affiliatesissue, directorsor permit any of its Affiliates or Representatives to issue, officers, Employees, agents and other representatives do not) issue a any press release or otherwise make any public statements or announcements (including general announcements to their own and their Affiliates’ respective personnel), with respect to the Transaction Documents and the Transactions without the prior written consent of the other public written party (or parties); provided, however, that the parties shall be permitted to issue or make, and permit their respective Affiliates and Representatives to issue or make, statements that are reasonable and appropriate (i) to comply with applicable Legal Requirements, interrogatories, requests for information or documents, subpoenas, demand or similar process (in which event, the party required to make the statement or disseminate any public communication through any form announcement shall, to the extent practicable, allow the other parties reasonable time to comment on such statement or announcement), (ii) to complete the Debt Financing, including describing to lenders, potential lenders and their respective Representatives under such Debt Financing the Transactions, the Business, assets, Liabilities, operations, condition (financial or otherwise) or cash flows of media the Business and disclosing historical and pro forma financial information with respect to the Business, (including radioiii) in order to negotiate, television execute, deliver and perform the Transaction Documents and satisfy their obligations under the Transaction Documents or electronic media(iv) about this Agreement or the Transactions except, in the case Ordinary Course relating to operational matters of Buyer, with Company’s consent or, in the case of Company, with Buyer’s consent such party or its Affiliates (except in each case as required by Applicable Law e.g. promotional or as contemplated by Section 4.1.5 or in obtaining required Governmental Approvals or other Consentsmarketing materials).
(b) Each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) keep confidential non-public information about the proposed sale and the terms and conditions of this Agreement (unless it is required to disclose such information by Applicable Law or Except as contemplated by Section 4.1.5 or in connection with obtaining required Governmental Approvals or other Consents or in connection with AIM). If a Party is required to disclose the information by Applicable Law:
(i) it will (to the extent not prohibited under Applicable Law) give the other Parties prompt written notice of this proposed disclosure so that any of them can seek a protective order; and
(ii) if there is no such protective orderotherwise specifically provided herein, the disclosing Party may disclose the information that, Confidentiality and Non-Disclosure Agreement remains in full force and effect in accordance with its counsel’s opinion, it is required to disclose, after giving the other Parties written notice (to the extent not prohibited under Applicable Law) specifying this information as far in advance of disclosure as practicable and using commercially reasonable efforts to obtain assurances that the information disclosed will be treated confidentiallyterms.
(c) If this Agreement terminates, each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) promptly return to each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.
Appears in 1 contract
Samples: Contribution Agreement (Scripps Networks Interactive, Inc.)
Public Announcements and Confidentiality. (a) Before the Closing, Buyer, Company and the Selling Parties shall not (and shall ensure that their Affiliates, directors, officers, Employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the Transactions except, in the case of Buyer, with Company’s consent or, in the case of CompanyCompany or a Member, with Buyer’s consent (except in each case as required by Applicable Law or as contemplated by Section 4.1.5 or in obtaining required Governmental Approvals or other Consents).
(b) Each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) keep confidential non-public information about the proposed sale and the terms and conditions of this Agreement (unless it is required to disclose such information by Applicable Law or as contemplated by Section 4.1.5 or in connection with obtaining required Governmental Approvals or other Consents or in connection with AIMConsents). If a Party is required to disclose the information by Applicable Law:
(i) it will (to the extent not prohibited under Applicable Law) give the other Parties prompt written notice of this proposed disclosure so that any of them 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 Parties written notice (to the extent not prohibited under Applicable Law) specifying this information as far in advance of disclosure as practicable 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 each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.
Appears in 1 contract
Samples: Sale, Purchase and Put/Call Agreement (Federated Investors Inc /Pa/)
Public Announcements and Confidentiality. (a) Before the Closing, Buyer, Company and the Selling Parties shall not (and shall ensure that their Affiliates, directors, officers, Employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the Transactions except, in the case of Buyer, with Company’s consent or, in the case of Company, with Buyer’s consent (except in each case as required by Applicable Law or as contemplated by Section 4.1.5 or in obtaining required Governmental Approvals or other Consents).
(b) Each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) keep confidential non-public information about the proposed sale and the terms and conditions of this Agreement (unless it is required to disclose such information by Applicable Law or as contemplated by Section 4.1.5 or in connection with obtaining required Governmental Approvals or other Consents or in connection with AIM). If a Party is required to disclose the information by Applicable Law:
(i) it will (to the extent not prohibited under Applicable Law) give the other Parties prompt written notice of this proposed disclosure so that any of them 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 Parties written notice (to the extent not prohibited under Applicable Law) specifying this information as far in advance of disclosure as practicable 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 each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.Agreement and agrees to keep such information confidential as provided in subsection (b) hereof..
Appears in 1 contract
Samples: Sale and Purchase Agreement (Titanium Asset Management Corp)