Public Statements; Confidentiality. Seller and Purchaser agree that, unless otherwise required by law, they will not make any public statement, including without limitation, any press release, with respect to this Agreement and the transactions contemplated hereby without first allowing the other party an opportunity to review such statement and render an approval thereof. It is the intention of this subparagraph that Seller and Purchaser must agree as to the timing and content of any information contained in any public statement or press release regarding the transaction contemplated hereby. The parties agree to exercise reasonableness when asked to consent to the content of any such press release or other public statement regarding this transaction. Notwithstanding the above, either party may make any public disclosure required by law (such as disclosures required by Form 8-K) without the consent of the other party. Any information supplied by Seller to Purchaser pursuant hereto will be treated as confidential and will not be communicated to any third parties (other than Purchaser’s counsel, accountants and other experts advising Purchaser in connection with this transaction). Such information will be made available by Purchaser only on a need to know basis. The obligation of confidentiality does not apply to any information which: (i) was in the public domain at the time of its communication to Purchaser or its representative, (ii) enters the public domain through no fault of Purchaser subsequent to the time of its communication to Purchaser, and (iii) was in the possession of Purchaser free of any obligation of confidence at the time of its communication to Purchaser or its representatives. SIGNATURE PAGE TO REAL PROPERTY PURCHASE AGREEMENT BY AND BETWEEN KRISPY KREME DOUGHNUT CORPORATION, SELLER, and XXXXXX BAKERIES, INC., PURCHASER
Public Statements; Confidentiality. Neither the Seller nor the Purchaser shall issue (nor shall the Seller, prior to the Closing Date, permit the Company to issue) any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the other with a written copy of the text of such release or statement and obtaining the consent of the other respecting such release or statement (which consent shall not be unreasonably withheld or delayed). The Seller and the Purchaser shall keep this Agreement, the terms hereof, and all documents and information relating hereto, or furnished pursuant to or in connection with, this Agreement or the transactions contemplated hereby confidential, except for (x) disclosures to their respective authorized representatives who have a need to know such information for the purpose of evaluating the transactions contemplated hereby and (y) to such other individuals or entities as may be required by applicable law, or, in the case of the Purchaser, as may be necessary in the ordinary conduct of the business by the Company after the Closing Date or, in the case of the Seller or the Purchaser, as may be required in connection with the approvals and the filings contemplated by this Agreement.
Public Statements; Confidentiality. Neither Seller or Purchaser shall issue (nor shall Seller, prior to the Closing Date, permit the Company to issue) any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the other with a written copy of the text of such release or statement and obtaining the consent of the other respecting such release or statement (which consent shall not be unreasonably withheld). Purchaser and Seller shall keep this Agreement, the terms hereof, and all documents and information relating hereto, or furnished pursuant to or in connection with this Agreement or the transactions contemplated hereby, confidential, except as may be expressly agreed to by the parties or required by Applicable Law or, in the case of Purchaser, as may be necessary in the ordinary conduct of the Business by the Company after the Closing Date. In the event of termination of this Agreement prior to the Closing Date pursuant to Article XI, at Seller's request Purchaser shall return to Seller or its Representative any confidential material in its possession relating to the Company or destroy such confidential material and provide a certification to Seller relating to its compliance with the provisions of this sentence. The parties acknowledge that any disclosure or violation of this Section 12.7 will result in injury to the other party. Accordingly, the parties hereto agree that, in the event of disclosure by either of the parties or their representatives, the other party shall be entitled to seek an injunction preventing such breach in addition to any other rights or remedies available at equity or law. Notwithstanding anything to the contrary contained in this Agreement, the Landmark Ancillary Documents or the Confidentiality Agreement, the parties (and each employee, representative, or other agent of the parties) may, subject to the consultation obligations with respect to public announcements contained in the preceding sentence, disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials (including opinions and analyses) provided to each of them and relating to the tax structure and tax treatment of the transaction, beginning on the earliest of (i) the date of the public announcement of discussions relating to the transaction, (ii) the date of public announcement of the transaction, or (iii) the date of the execution of this agreement (with or witho...
Public Statements; Confidentiality. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
Public Statements; Confidentiality. (a) None of the Seller Bank, on the one hand, or Parent or State Bank, on the other hand, shall issue any press release or make any public announcement or comment concerning this Agreement, the Letters of Transmittal and the Shareholder Written Consents or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent or the Seller Bank, as applicable (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, (i) disclosure by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that to the extent so required by applicable Law, the Party intending to issue such press release or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties in advance of such press release, public announcement or comment with respect to the text or content thereof.
Public Statements; Confidentiality. (a) The Entities, on the one hand, and UNIFAB, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to any transactions described in this Agreement, including the Merger and the Asset Purchase, and will not issue any such press releases or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to a listing agreement with NASDAQ.
Public Statements; Confidentiality. (a) Within four business days after the execution of this Agreement, the Company will file a Current Report on Form 8-K (the “Form 8-K”) to report the parties’ entry into this Agreement. The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide Impala with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of Impala. The Company will also disclose this Agreement in its definitive proxy statement relating to the 2020 Annual Meeting in a manner consistent with the manner in which it is disclosed in the Form 8-K. (The disclosures contemplated by this Section 7(a), the “Agreement Disclosures”.)
Public Statements; Confidentiality. Neither FIBS or FIBS Affiliates nor First Western or First Western Affiliates shall make any public announcement or statement with respect to this Agreement or any transaction contemplated by this Agreement or any related transactions without the approval of FIBS and First Western; provided, however, that FIBS and First Western may, upon reasonable notice to the other party, make any public announcement or statement that it reasonably believes is required by Law. Between the Effective Date and the Closing Date, each of First Western and FIBS shall, and shall cause their respective directors, officers, agents and employees to, maintain in confidence all information relating to the contemplated transactions except for disclosures (a) made with the consent of the other party, (b) necessary or appropriate for seeking any consents or approvals of the contemplated transactions including the Regulatory Approvals, (c) necessary or appropriate for the enforcement or interpretation of this Agreement in legal proceedings, or (d) in the reasonable judgment of the party making the disclosure, required for compliance with Law.
Public Statements; Confidentiality. Except as reasonably required in the ordinary course of business, neither party shall make any public statements concerning the existence or provisions of this Agreement or the relationship between the parties without the express prior written consent of the other party. Each party hereby agrees that all nonpublic, proprietary and confidential information communicated to the other party, whether before or after the Execution Date, was received in the strictest confidence, shall be used only for the purposes set forth in this Agreement and, for a period of one (1) year after the termination date of this Agreement, shall not be disclosed by such party without the prior written consent of the other party, except by reason of legal, accounting or regulatory requirements beyond the reasonable control of the disclosing party; provided that such disclosing party shall provide notice to the non-disclosing party prior to such disclosure and shall assist in efforts to limit the disclosure of such information.
Public Statements; Confidentiality. (a) None of the Company or the Company Holders’ Representative, on the one hand, or Parent or Merger Sub, on the other hand, shall issue any press release or public announcement or comment concerning this Agreement, the Related Agreements and the Stockholder Written Consents or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent, the Company or the Company Holders’ Representative, respectively (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, (i) disclosure by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that, to the extent so required by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to consult with the other Parties in advance of such release with respect to the text thereof. Prior to any announcement of Parent’s entry into this Agreement on Form 8-K (which may include the filing of this Agreement as an exhibit to such Form 8-K), Parent shall provide the Company with a draft of such filing and incorporate any reasonable comments of the Company to such Form 8-K received no less than one (1) Business Day prior to the deadline for Parent to file such Form 8-K.
