Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law or by the rules of the Stock Exchange, each Party and Hall shall not, and each Party and Hall shall cause its Affiliates, agents, representatives, and professionals not to, make any disclosure or public announcements or otherwise communicate with any news media without the prior written consent of Seller and Purchaser in respect of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby (including price and terms); provided, however, that this restriction shall not apply to any disclosures that Purchaser or its Affiliates or their agents or representatives reasonably determine are required to be included in the Filings or in any offering memorandum or similar document for any equity or debt financing of Purchaser or any of its Affiliates. If such disclosure is required by applicable Law, such Party or Hall (as applicable) shall promptly notify Seller and Purchaser in writing and shall disclose only that portion of such information which such Party or Hall is legally required to be disclosed; provided, however, that such Party or Hall shall promptly notify Seller and Purchaser in writing so that Seller or Purchaser shall be able to seek to obtain, an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such information. The Confidentiality Agreement, to which an Affiliate of Purchaser and Seller are parties, dated February 15, 2017 (the “Confidentiality Agreement”), shall terminate as of Closing.
(b) From and after the Closing, each of Seller and Hall shall, and shall cause their respective Affiliates, agents, representatives, and professionals to, hold in confidence (and not disclose or provide access to any other Person) and not use, any and all confidential or proprietary information, whether written or oral, concerning the Business, except to the extent that Seller or Hall can show that such information: (i) is generally available to and known by the public through no fault of Seller or any of their respective Affiliates or representatives; or (ii) was lawfully acquired by Seller and Hall or any of their respective Affiliates or representatives from and after the Closing from sources unrelated to Purchaser or Seller which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its respective Affiliates or representatives is compelled to disclose ...
Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), the Company and Buyer will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issued.
(b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process.
Public Announcements; Confidentiality. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately following the Closing, Seller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make its own public announcement.
Public Announcements; Confidentiality. (a) The Parties agree that prior to issuing any other press release or public announcement concerning any provisions of this Agreement or the transactions contemplated hereby, each party shall so advise the other party hereto, and the Parties shall thereafter use their reasonable efforts to cause a mutually agreeable release or announcement to be issued. Notwithstanding anything to the contrary contained herein, the Parties may, on a confidential basis, release information regarding the existence and content of this Agreement or the transactions contemplated hereby to their respective Affiliates, agents, accountants, attorneys, prospective lenders, advisors or investors. Nothing in this Section 5.3 shall prevent SFX or Parent from disclosing any information regarding the Transferor Parties, the Business, this Agreement or the transactions contemplated hereby to Other Parties.
Public Announcements; Confidentiality. (a) The Company and the Acquiring Entities will cooperate with each other before making any public statements or issuing any press releases with respect to this Agreement and any of the transactions contemplated hereby and shall not make any such public statements or issue any such press releases prior to such consultation, subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules.
(b) Each of the Company and the Acquiring Entities agrees that all information provided to it or any of its representatives pursuant to this Agreement shall be kept confidential, and each of the Company and the Acquiring Entities shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, legal advisors, accountants, consultants and affiliates of the Company or the Acquiring Entities, as applicable, who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; PROVIDED, HOWEVER, the foregoing obligation of each of the Company and the Acquiring Entities shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by the Company or the Acquiring Entities, as applicable, or by persons to whom the Company or the Acquiring Entities, as applicable, has made such information available, (2) is or becomes available to the Company or the Acquiring Entities, as applicable, on a non-confidential basis from a third party that is not, to the knowledge of the Company or the Acquiring Entities, as applicable, bound by any other confidentiality agreement with the other party hereto, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process.
Public Announcements; Confidentiality. Any public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer and Seller agree in writing, provided that the parties shall reasonably cooperate in such announcements, and provided further that nothing contained herein shall prevent any party from at any time furnishing information required by a Governmental Body. Unless consented to by Buyer and Seller in advance or required by Legal Requirements, prior to the Closing, each Party shall, and shall cause their respective Representatives to, keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person.
Public Announcements; Confidentiality. (a) The initial press release issued by the Seller and the Buyer concerning this Agreement and the transactions contemplated hereby will be in a form agreed to by the Seller and the Buyer, and thereafter until the Closing Date (or the earlier termination of this Agreement in accordance with Article IX), the Seller and the Buyer will consult with each other before issuing, and provide each other with a reasonable opportunity to review and comment upon, any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, except: (i) to the extent required to comply with applicable Legal Requirements, court process or the New York Stock Exchange, in which case the Party issuing such press release or other public statement will, to the extent legally permitted, provide the other Party with a reasonable opportunity to review and comment, and will consider any comments received by the non-issuing party in good faith, (ii) any press release or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party hereto that were not made in contravention with this Section 5.10, other than as a result of such Party’s breach of its obligations under this Section 5.10, in each case under this clause (ii) to the extent such disclosure is still accurate or (iii) in connection with the Seller’s or the Seller’s Affiliates’ communications with its public shareholders, provided that such disclosure is reasonably necessary for the purposes of public communications, in which case the Party issuing such press release or other public statement will, to the extent legally permitted, provide the other Party with a reasonable opportunity to review and comment, and will consider any comments received by the non-issuing party in good faith. For the avoidance of doubt, nothing in this Section 5.10 shall restrict disclosures of information or public statements made by or on behalf of any Party to any Affiliates, Representatives, direct or indirect financing sources, current, future and prospective investors of any Party or its Affiliates, lenders and partners, including in the case of Buyer, the GIP Counterparty and any Investor Fund, so long as, in each case, such information is of a nature customarily conveyed to such Persons in connection with customary fundraising, marketing, informational reporting or reporting activities.
Public Announcements; Confidentiality. Except as agreed by the Company and the Purchasers and except for such disclosures as may be required by law, legal process or regulatory authority, no party hereto shall issue any press release or otherwise make any announcement or disclosure concerning the transactions herein contemplated unless such information is already in the public domain.
Public Announcements; Confidentiality. Sellers and Purchaser shall mutually agree in advance as to timing, form and content before issuing any press release or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any press release or make any public statement prior to reaching mutual agreement, except as may be required by law. In the event that prior to the Closing Date either party is required by law to make a statement with respect to the transactions contemplated herein, such party shall notify the other party in writing as to the timing, form and content of such statements. Sellers and Purchaser agree to maintain the confidentiality of this Agreement and the terms hereof and any information exchanged by the parties in connection with the consummation of the transaction contemplated hereby.
Public Announcements; Confidentiality. (a) None of the parties shall make, issue or release any oral or written public announcement or statement concerning, or acknowledge the existence of, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement, without the other parties’ prior written approval of, and concurrence in, the contents of such announcement, acknowledgment or statement, except as such announcement, statement or acknowledgement may be required by Law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the announcement, statement or acknowledgement shall give the other party notice in advance of such issuance.
(b) On and after the Closing, the Parent and the Seller will, and will cause each of their Affiliates (other than Q-Tech) to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received in connection with the transactions contemplated by, or otherwise pursuant to, this Agreement and the Ancillary Documents), Q-Tech, the U.S. Assets or the Business Unit (other than information related solely to the Retained Liabilities and the Excluded Assets), except to the extent that such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Seller or its Affiliates in breach hereof, or (ii) becomes available to the Seller or its Affiliates on a non-confidential basis from a source other than the Buyer that is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure of such information is required, to exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorde...
