Voluntary Disclosures Clause Samples

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). (b) For the avoidance of doubt, Buyer shall, in its full discretion, be entitled to file Tax Returns for taxable periods beginning after the Closing Date in any jurisdiction in which Buyer is required to file as a result of Buyer’s operation of the Business or ownership of the Purchased Assets with such Taxes payable solely by Buyer to the extent such Taxes are not Retained Taxes, and any Tax position taken on any such Tax Return shall be at Buyer’s sole discretion.

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.

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.

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.

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).