Public Announcements; Confidentiality. From and after the date of this Agreement, each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not issue any press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any Seller may make any disclosure to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information; (b) any Seller may make any disclosure to the extent consistent with (and not more expansive in any material respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’ Agent shall mutually agree upon the contents of a press release the publication of which shall be the first public announcement of the execution of this Agreement. Each Seller shall ensure that neither such Seller nor any of such Seller’s Representatives will make use of any of the Confidential Information except if such use is made for the benefit of the Acquired Companies or disclose any of the Confidential Information to any other Person; provided, however, that any Seller may disclose Confidential Information to the extent required by any Legal Requirement as long as such Seller provides Purchaser with written notice of such Legal Requirement and, to the extent practicable, permits Purchaser to seek a protective order or similar form of protection prior to the disclosure by the Seller of such information.
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) Each party agrees that the terms of this Agreement and any negotiations with respect to the same (collectively, the “Agreement Confidential Information”) shall be maintained as confidential and that such party shall not, unless agreed to in writing by the other parties hereto, disclose or reveal, directly or indirectly, any of such Agreement Confidential Information to any Person except (i)(x) to the party’s officers, directors, members, partners, managers, employees, attorneys or other professional advisors, or (y) to any actual or potential investor in, or purchaser of, such party, to any actual or potential banks or other financing sources of such party, and to their respective attorneys or other professional advisors; but in each case only to the extent that such Persons have a reasonable need to know the same for purposes of such relationship and agree to maintain the confidentiality of the same, or (ii) to the limited extent necessary to enforce its rights, or perform its obligations, under this Agreement. The provisions of this Section 4.5(a) shall not, however, prohibit any party from disclosing any Agreement Confidential Information to the extent that such disclosure is required by Applicable Law, so long as the party seeking to disclose the same shall first have given prompt written notice to other parties of the same and reasonably cooperates with the other parties in their efforts, if any, to prevent or limit any such disclosure. If, in the opinion of counsel for Parent, the public disclosure of this Agreement is required under Applicable Law (including the Securities Exchange Act of 1934), then, to the extent that such treatment is available, Parent agrees to request confidential treatment of the schedules and exhibits hereto. Notwithstanding the foregoing, the parties shall issue a mutually agreeable public announcement within five (5) Business Days after the First Closing.
Public Announcements; Confidentiality. (a) Neither the Company nor the Investor shall issue or cause the publication of any press release or other public announcement with respect to the Transactions without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules and regulations of any applicable stock exchange, in each case, as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Party reasonably in advance of such public announcement).
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 5.4(b), all news releases and other public information disclosures with respect to this Agreement and the Transaction Documents and any of the transactions contemplated hereby or thereby will require the mutual approval of Buyer and the Company before such release or disclosure is made. 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.
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. Except for such disclosures as may be required by law, legal process or regulatory authority, neither 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. (a) The initial press release with respect to the execution of this Agreement shall either be a joint press release by the Sellers and the Purchaser, or separate, but concurrent, press releases issued by the Sellers and the Purchaser, in each case to be reasonably agreed upon by the Sellers and the Purchaser. Thereafter, unless consultation is prohibited by applicable Law, no Party shall make any press release or other public announcement with respect to this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures (i) to the extent required (upon advice of counsel) by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (ii) of the terms of this Agreement by any Seller to its Representatives or (iii) to the extent such Party has been given a reasonable opportunity to review such disclosure prior to its release and no objection is raised.
Public Announcements; Confidentiality. (a) The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Combination and Investment Agreement or the Investment Management Agreements or the transactions contemplated hereby and, except as may be required by Applicable Law, will not make any such public statement prior to such consultation.
Public Announcements; Confidentiality. (a) Unless otherwise required by applicable Law, no Seller Party shall, and each Seller Party shall cause its Affiliates, agents, representatives and professionals not to, make any disclosure or public announcements in respect of this Agreement or the transactions contemplated hereby (including price and terms) or otherwise communicate with any news media without the prior written consent of Purchaser.
