Voluntary Disclosures Sample Clauses

Voluntary Disclosures. PowerAmerica Members shall inform in writing the Director of Compliance within 5 days of making voluntary disclosures of violations or possible violations of the ITAR or EAR related to Members’ performance of Institute research generally describing the nature of reported violations or possible violations and any corrective actions taken. Unless the disclosing Members otherwise agree, the Director of Compliance shall not further disclose such information to any party except the U.S. Department of Energy (and then only with the U.S. Department of Energy’s agreement not to further disclose such information except as required by law).
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Voluntary Disclosures. (a) Buyer shall not enter into any voluntary disclosure agreement with respect to the Business for any Pre-Closing Tax Period without the prior written consent of the Equityholder (not to be unreasonably withheld, conditioned or delayed).
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Voluntary Disclosures. Subject to the limitations set forth in Section 9.5.1, AnaptysBio shall be free to issue an independent press release or other public communication pertaining to the Compounds and Products and any of its rights hereunder. Except to the extent already disclosed in a press release or other public communication issued in accordance with this Agreement, no public announcement concerning the Compounds, Products or Licensed Technology shall be made, either directly or indirectly, by Centessa or its Affiliates, except as may be required by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or stock exchange or quotation system rule, without first obtaining the prior written approval of AnaptysBio (not to be unreasonably withheld, delayed or conditioned) upon the nature, text and timing of such announcement. Centessa shall provide AnaptysBio with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow AnaptysBio to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to be made by law, judicial order or stock exchange or quotation system rule, the Party making such press release or public announcement shall provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as is practicable under the circumstances for the purpose of allowing the notified Party to review and comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the time when the same is required to be made. Each party understands and agrees that if Agreement is required to be filed with the SEC, such filing Party shall notify the other Party of such duty and limit such disclosure as reasonably requested by the other Party, including by redacting royalty and payment rates, amounts, mechanics and information and other financial and commercially sensitive information (and using reasonable efforts to give the other Party sufficient time to review and comment on any proposed disclosure). 9.5.3 Each Party may make public statements regarding this Agreement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, provided that any ...
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Voluntary Disclosures. Notwithstanding anything in this Agreement to the contrary, Purchaser shall be entitled to (a) sole control of any “voluntary disclosure” process or procedure sponsored by a particular Tax authority, and/or the filing of Tax Returns for a Pre-Closing Tax Period with respect to state or local sales Tax or state or local income Tax liabilities of Company for any Pre-Closing Tax Period or Straddle Period, and related filing expenses incurred following the Effective Time, as more fully described on Schedule 7.2(a)(ix) (and any related process with respect to other Taxes that is required under applicable Law in order to participate in such voluntary disclosure process) and (b) make any remedial Tax filings in connection therewith, in each case upon providing the Stockholders’ Agent a reasonable opportunity to advise and consult on the documents prior to being submitted. The matters described in the immediately preceding sentence (or any decisions taken by the Purchaser with respect thereto) are referred to, collectively, as the “Voluntary Disclosure Matters.” The Purchaser shall consider in good faith all comments reasonably proposed by the Stockholders’ Agent at least fifteen (15) days prior to the date of filing. The Stockholders’ Agent shall cooperate fully with Purchaser in connection with all Voluntary Disclosure Matters. The procedures of Section 7.9(c) govern the indemnification of all Losses arising from Voluntary Disclosure Matters.
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Voluntary Disclosures. Sellers shall not be liable for any Loss arising from a spontaneous disclosure, confession or similar act performed by Buyer, the Company or its Subsidiaries after closing, except to the extent that such act is performed in accordance with the terms and conditions set forth in Clause 13.4.4.
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Voluntary Disclosures. Neither Buyer nor the Company shall make any voluntary disclosure or similar filing on behalf of the Company to any Governmental Authority that could reasonably be expected to result in a Tax liability or current payment obligation for which the Sellers, directly or indirectly (including through the Escrow Account), would be responsible under Section 9.2(a) without first providing the Seller Representative at least twenty (20) days advance notice and an opportunity to consult with Buyer and the Company regarding such voluntary disclosure or filing.
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Related to Voluntary Disclosures

  • Disclosure Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

  • Protected Disclosures The Executive understands that nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this Agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information.

  • Employer Information The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.

  • CONFIDENTIALITY AND ANNOUNCEMENTS 13.1 Each of the parties undertakes to the others that it will not, at any time after the date of this Agreement, divulge or communicate to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange body or regulatory authorities, or to its respective officers or employees whose province is to know the same any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of any of the others which may be within or may come to its knowledge and it shall use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters.

  • Exceptions to Confidential Information The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

  • Tax Disclosure Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

  • Protected Information 5.3.1 In this Section "

  • Permitted Disclosures Each Party may disclose Confidential Information to the extent that such disclosure is:

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