CONFIDENTIALITY AND ANNOUNCEMENTS Sample Clauses

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.4.1 This Clause shall be without prejudice to the Confidentiality Agreement dated 10 November 2011, which shall continue notwithstanding this Agreement. 14.4.2 The existence, subject matter and contents of this Agreement are confidential, and subject to Clause 14.4.4, each Party is prohibited from disclosing all or any part of this Agreement, or even its existence, at any time (including after the Closing Date). 14.4.3 Subject to Clauses 14.4.4 and 14.4.5: (i) each Party shall treat as strictly confidential and not disclose or use any information obtained in connection with the negotiations relating to the Transaction; and (ii) the Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business and financial affairs (including future plans and targets) of the Seller and the Seller’s Affiliated Companies. 14.4.4 Clauses 14.4.2 and 14.4.3 shall not prohibit disclosure or use of any information if and to the extent that: (i) the disclosure or use is necessary in order to allow any Party to comply with any legal requirement to make any announcement or to provide information to any public authority or Stock Exchange; (ii) the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement; (iii) the disclosure is made to professional advisers of any Party on condition that such professional advisers undertake to comply with the provisions of Clauses 14.4.2 and 14.4.3 in respect of such information as if they were a party to this Agreement; (iv) the information is or becomes publicly available (other than as a result of any breach of the Confidentiality Agreement or this Agreement); (v) the information becomes available to the Party bound by this Clause 14.4 from a source which is not bound by any obligation of confidentiality in relation to such information (as can be demonstrated by such Party’s written records and other reasonable evidence); or (vi) the other Party has given prior written approval to the disclosure or use, it being understood, however, that any Party that intends to disclose information pursuant to this Clause 14.4.4 shall to the extent not prohibited by applicable laws [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. or regulations, prior to making such disclosure, consult with the other Party on the form...

CONFIDENTIALITY AND ANNOUNCEMENTS. (a) The parties to this Agreement agree that the existence and terms of this Agreement are strictly confidential and further agree that they and their respective representatives shall not disclose to the public or to any third party the existence or terms of this Agreement or any other Confidential Information (as defined below) other than with the express prior written consent of the other party, except as may be required by applicable law, rule or regulation, or at the request of any Governmental Authority having jurisdiction over such party or any of its representatives, control persons or affiliates, including, without limitation, the rules and regulations of the SEC, the American Stock Exchange, or the NASD, or as may be required to defend any action brought against such person in connection with the transactions contemplated by this Agreement. (b) Notwithstanding the above, the Seller hereby consents to the filing by EIAC of a current report on Form 8-K with the SEC announcing the transaction contemplated by this Agreement upon the execution of this Agreement in such form as shall be agreed between EIAC and the Seller before the execution of this Agreement. (c) Any other press release or other public announcement by the Seller or EIAC or their respective representatives relating to the transactions contemplated by the Agreement shall be agreed between EIAC and the Seller prior to the public release or dissemination of same (such agreement not to be unreasonably withheld or delayed). (d) For the purposes of this Section 19, “Confidential Information” means any information relating to EIAC, the Buyer, the Seller, the SPVs, their directors, officers, representatives, employees, agents or advisers obtained whether before or after the date of this Agreement in any form from or pursuant to discussions with EIAC, the Buyer, the Seller, the SPVs, or any of their directors, officers, representatives, employees, agents or advisers unless it is publicly known either at the date of the disclosure or at any time thereafter (other than by breach of this Agreement).

CONFIDENTIALITY AND ANNOUNCEMENTS. 18.1 Each Council ("Covenanter") shall, both during the currency of this Agreement and at all times following its termination or expiry, keep private and confidential and shall not use or disclose (whether for its own benefit or that of any third party) any Confidential Information about the business of and/or belonging to any other Council or third party which has come to its attention as a result of or in connection with this Agreement. 18.2 The obligation set out in Clause 18.1 (Confidentiality and Announcements) shall not relate to information which:- 18.2.1 comes into the public domain or is subsequently disclosed to the public (other than through default on the part of the Covenanter or any other person to whom the Covenanter is permitted to disclose such information under this Agreement); or 18.2.2 is required to be disclosed by law; or 18.2.3 was already in the possession of the Covenanter (without restrictions as to its use) on the date of receipt; or 18.2.4 is required or recommended by the rules of any governmental or regulatory authority including any guidance from time to time as to openness and disclosure of information by public bodies; or 18.2.5 is necessary to be disclosed to provide relevant information to any insurer or insurance broker in connection with obtaining any insurance required by this Agreement. 18.3 Where disclosure is permitted under Clause 18.2.3 (Confidentiality and Announcements) or 18.2.4 (Confidentiality and Announcements), the recipient of the information shall be subject to a similar obligation of confidentiality as that contained in this Clause 18 (Confidentiality and Announcements) and the disclosing Council shall make this known to the recipient of the information. 18.4 No Council shall make any public statement or issue any press release or publish any other public document relating, connected with or arising out of this Agreement or any other agreement relating to the City Deal without the prior written consent of the other Councils.

CONFIDENTIALITY AND ANNOUNCEMENTS. 7.1 The Company shall release the Initial Press Announcement immediately after the conclusion of trading on the TSX and NYSE MKT on the date of execution of this Agreement or, in the event that this Agreement is executed outside of trading hours of the TSX and NYSE MKT, before the commencement of trading on the next trading day following the execution of this Agreement. 7.2 The Company shall release press announcements as required in relation to: 7.2.1 obtaining a receipt for the Final Prospectus from the Securities Authorities and the filing of the Registration Statement, the setting of the Record Date and the commencement of the Rights Offering; and 7.2.2 the levels of take up of Rights following the expiry of the Rights Offering; the above being referred to as the "Press Announcements", provided that any Press Announcement shall, so far as is practicable, be made after consultation with Glencore and after taking into account its reasonable requirements regarding the content, timing and manner of the Press Announcement. 7.3 Subject to Section 7.4, no announcement, circular or communication (each an "Announcement") concerning the existence or content of this Agreement shall be made by either Party (or any of its Subsidiaries or, in the case of Glencore, any Subsidiaries of Glencore International plc) without the prior written approval of the other Party provided that, for the avoidance of doubt, Glencore hereby approves the release of the Initial Press Announcement. 7.4 Section 7.3 does not apply to any Announcement if, and to the extent that, it is required to be made by the rules of any Securities Authority or any governmental, regulatory, stock exchange or supervisory body or court of competent jurisdiction ("Relevant Authority") to which the Party making the Announcement is subject, whether or not any of the same has the force of Law, provided that any Announcement shall, so far as is practicable, be made after consultation with the other Party and after taking into account its reasonable requirements regarding the content, timing and manner of despatch of the Announcement in question. 7.5 Subject to Section 7.6, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the subject matter and provisions of this Agreement; the negotiations relating to this Agreement; or the other Party. 7.6 A Party may disclose information which would otherwise be conf...

CONFIDENTIALITY AND ANNOUNCEMENTS. 36.1 No party to this Agreement will disclose any information relating to the terms, subject matter and existence of this Agreement or any confidential information received in connection with the preparation of this Agreement save: 36.1.1 to the extent required by law or by any governmental or regulatory authority (including HMRC or any other tax authority); 36.1.2 to the extent the Buyer considers it is reasonably necessary to support its defence of any claims threatened or brought against it (including settlement of the same) by any employees or former employees of the Sellers; 36.1.3 to the extent required by current insolvency practice and the Administrators' recognised professional body, including disclosure to creditors of the Sellers details in relation to the assets of the Sellers, the sale of the assets of the Sellers (including the marketing process and valuations), the terms of this Agreement and the relationship of the Buyer to the directors of the Sellers; 36.1.4 that the Administrators may disclose the terms of this Agreement to the Court and any liquidator of the Sellers; 36.1.5 that the Administrators may show appropriate figures in the administration records, accounts and returns; 36.1.6 that the Administrators may supply a summary of the terms of the Agreement to the creditors of the Sellers provided that in the opinion of the Administrators that summary does not materially harm the interests of the parties; 36.1.7 in the case of the Buyer, to any member of the Buyer Group, to its investors, financiers and advisers (subject in each case to such persons agreeing to keep 36.1.8 in the case of the Sellers, to any member of the Seller Group, to its investors, financiers and advisers (subject in each case to such persons agreeing to keep any information disclosed to them confidential on the same terms as under this Agreement mutatis mutandis); and 36.1.9 that the Buyer may make an Announcement in accordance with the terms of Clause 36.4. 36.2 The Buyer shall ensure that each person to whom any announcement or disclosure is made as permitted by this Clause 35 is made aware in advance of such disclosure of its obligations under this Agreement and shall use all reasonable endeavours to ensure that each of those persons undertakes to keep the information disclosed to it strictly confidential. 36.3 On the Effective Date, any confidentiality undertakings given by the Buyer to the Sellers or the Administrators in so far as relating to the Transferred...

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. 13.2 No public announcement or communication of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed between the parties or unless an announcement is required pursuant to the applicable laws and the regulations or the requirements of any relevant stock exchange or any other regulatory body or authority. Any announcement by any party required to be made pursuant to any relevant laws or regulation or the requirements of the relevant stock exchange or any other regulatory body or authority shall be issued only after such prior consultation with the other party as is reasonably practicable in the circumstances.

CONFIDENTIALITY AND ANNOUNCEMENTS. Except as provided elsewhere in this agreement, and excluding any information which is in the public domain (other than through the wrongful disclosure of any party), or which any party is required to disclose by law or by the rules of any regulatory body to which the Company is subject, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party (other than a party's professional advisers) any: 12.1.1 confidential information relating to the Company (including any Intellectual Property, customer lists, reports, notes, memoranda and all other documentary records pertaining to the Company or its business affairs, finances, suppliers, customers or contractual or other arrangements); or 12.1.2 information relating to the negotiation, provisions or subject matter of this agreement (or any document referred to in it); or 12.1.3 information concerning the Investor, its shareholders or any member of their respective groups.

CONFIDENTIALITY AND ANNOUNCEMENTS. (a) Following the Closing, each party shall keep confidential, and use its reasonable best efforts to cause its Controlled Affiliates and their officers, directors, employees and advisors to keep confidential, all non-public information in its possession provided by the other party hereto relating to MLIM Parent, its Controlled Affiliates, the Funds, the MLIM Business and BlackRock and its Controlled Affiliates, and the business and operations thereof, except (i) as required by Applicable Law or administrative process, (ii) for information that is or becomes known or available to the public at the time of disclosure, or thereafter becomes known to the public other than as a result of a breach of this Section 5.6(a) or (iii) for information that is or was received from a third party that, to the knowledge of such party to this Agreement, is or was (at the relevant time) not in breach of a confidentiality obligation with regard to such information. (b) None of the parties to this Agreement shall, nor shall any of their respective Controlled Affiliates or agents (including accountants, lenders, counsel or investment bankers), without the approval of the other parties, issue any press releases announcing the execution of this Agreement or the Transactions, otherwise make any public statements regarding the Transactions or otherwise disclose any of the contents of this Agreement or the Ancillary Agreements, except as may be determined in good faith by a party to be required by Applicable Law or regulation or by obligations pursuant to any listing agreement with any national securities exchange (in which case such party shall consult, to the extent reasonably practicable, the other parties prior to issuing such press release or making such public disclosure).

CONFIDENTIALITY AND ANNOUNCEMENTS. (a) Each Party shall, and shall use its commercially reasonable efforts to cause its Affiliates and Representatives to, keep confidential and not disclose to any other Person any Transaction Information or, in the case of the Selling Shareholders, any Confidential Information. Notwithstanding the foregoing, each Party may disclose Transaction Information to its Affiliates, Representatives, investors and lenders, in each case only where such persons or entities are under appropriate nondisclosure obligations of a similar nature and on a need-to-know basis. The obligations of a Party under this Section 5.06(a) shall not apply to information which: (i) is or becomes generally available to the public without breach of obligations under this Section 5.06(a), (ii) becomes available to a Party on a non-confidential basis from a source other than a Party to this Agreement (provided that such Party can demonstrate that such source was not known by such Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality. If any Party or any of its respective Affiliates or Representatives is required to disclose any Transaction Information by applicable Law or any binding Order, such Party shall notify the other Parties as early as practicable prior to disclosure to allow any relevant other Party to take appropriate measures to preserve the confidentiality of such information. Any breach of this Section 5.06(a) by any Affiliate, Representative or lender of a Party shall be deemed to be a breach by such Party. Notwithstanding the foregoing, it is expressly agreed, acknowledged and understood by the Company and the Selling Shareholders that the Purchaser, as a publicly traded company, will be required to disclose Transaction Information upon signing and/or Closing of this Agreement, as required by applicable Laws and that such disclosure shall not be deemed a breach of the Purchaser’s obligations hereof. “Transaction Information” includes (i) the existence or terms of this Agreement or the other Documents, or (ii) the existence of discussions and negotiations between or among the Purchaser, the Company, and the holders of any Securities of the Company or any of their respective Representatives. Notwithstanding anything in this Agreement or the Confidentiality Agreements to the contrary, following Closing, the Selling Shareholders shall be permitted to disclose information to employees, advisors, agents or consult...

CONFIDENTIALITY AND ANNOUNCEMENTS. 8.1 Subject to clause 8.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party in each case relating to this agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties to its contents and the manner and extent of its presentation and publication or disclosure. 8.2 Clause 8.1 does not apply to: 8.2.1 any announcement or disclosure relating to or connected with or arising out of this agreement required to be made by any Party: 8.2.1.1 by virtue of any rules made by the Financial Conduct Authority or the rules and regulations of any securities exchange to which that Party is subject; 8.2.1. 2 by any court or governmental or regulatory, banking, taxation or other administrative authority competent to require the same; or