Other Disclosure. To the extent that Purchaser is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Purchaser shall notify the FDIC within one (1) business day of its knowledge of such legally required disclosure so that the FDIC may seek an appropriate protective order and/or waive the Purchaser’s compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Purchaser may disclose that portion of the Evaluation Material which is required to be disclosed pursuant to such legal proceeding if, in the written opinion of its counsel, failure to disclose such Evaluation Material in any tribunal would subject Purchaser to liability for contempt, censure or other legal penalty or liability.
Other Disclosure. Notwithstanding anything to the contrary contained herein, AVIF and AIM agree that Prudential shall be fully entitled to make disclosure of information relating to the structure and tax aspects of the transactions contemplated by this Agreement, without limitation of any kind on such disclosure, and all materials of any kind (including opinions or other tax analysis) that are provided herein related to such structure and tax aspects as described in Treasury Regulation Section 301.6111-2(c)(3).
Other Disclosure. Except for disclosures pursuant to Section 2(a) or Section 2(b) or as otherwise provided herein, neither party shall: (a) make any disclosure to any other Person of (i) the fact that discussions are taking place concerning a potential Transaction, (ii) the existence or contents of this Agreement, (iii) the fact that you or your Representatives have requested or received Evaluation Material or (iv) any of the terms or conditions relating to the Transaction, including the status thereof; or (b) make any public statement concerning the Transaction (any disclosure or statement described in clauses (a) or (b) being a “Public Statement”). If either party determines that it is required to make any Public Statement for it not to be in violation of any applicable law, regulation, professional standard, order or listing agreement, then, in addition to complying with Section 2(b), such party shall (x) provide the other party with the text of such Public Statement as far in advance of its disclosure as is reasonably practicable and (y) consider in good faith the other party’s suggestions concerning the nature and scope of the information to be contained therein.
Other Disclosure. (a) During the Term, each Party shall have the right to issue press release or make a public announcement concerning the material terms of this Agreement or the development or commercialization of the Product under this Agreement, such as announcing the commencement and completion of clinical studies for the Product in its Territory, the filing and obtaining of the Regulatory Approvals for the Product in its Territory, the First Commercial Sale of the Product in its Territory, after providing the other Party with reasonable advance notice of the content thereof. Such other Party shall have the right to review and comment on such proposed press release or announcement and the Party seeking such disclosure shall take into consideration and incorporate when appropriate the comment from the other Party.
Other Disclosure. Neither party shall be liable for disclosure of any ---------------- Confidential Information if such disclosure is:
Other Disclosure. To the extent that Bidder is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Bidder shall notify FDIC within one Business Day of its knowledge of such legally required disclosure so that FDIC may seek an appropriate protective order and/or waive the Bidder's compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Bidder may disclose the relevant Evaluation Material if, in the written opinion of its counsel, failure to disclose such Evaluation Material would subject Bidder to liability for contempt, censure or other legal penalty or liability.
Other Disclosure. Except for such disclosure as is necessary for you or us not to be in violation of any applicable law, regulation, order or listing agreement, you, the Xxxxx Xxxxxxx Commodities Affiliates and your or their Representatives, and we, Company Affiliates and our Representatives shall not: (a) make any disclosure to any other Person of (i) the fact that discussions, negotiations or investigations are taking or have taken place between us concerning the Transaction, (ii) the existence or contents of this Agreement, (iii) the fact that you, the Xxxxx Xxxxxxx Commodities Affiliates or your or their Representatives have requested or received Evaluation Material or (iv) any of the terms, conditions or facts relating to a Transaction involving you, including the status thereof; or (b) make any public statement concerning a Transaction involving you (any disclosure or statement described in clauses (a) or (b) being a “Public Statement”). If either party is required to make any Public Statement for such party not to be in violation of any applicable law, regulation, order or listing agreement, then if allowed by applicable law, regulation, order or listing agreement such party shall (x) provide the other party with the text of such Public Statement as far in advance of its disclosure as is practicable and (y) consider in good faith such party’s suggestions concerning the nature and scope of the information to be contained therein.
Other Disclosure. (a) Between the date of this Agreement and the earlier of the Closing or the termination of this Agreement, in connection with the preparation of any Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, including the Current Report on Form 8-K announcing the Closing (the “Super 8-K”) or any other statement, filing, notice or application (including any amendments or supplements thereto) made by or on behalf of the Purchaser, the Sellers and/or any of the Acquired Companies to any Governmental Entity in connection with the Transactions (each, a “Reviewable Document”), the Purchaser and the Sellers shall, upon request by the other, use their reasonable best efforts to furnish the other with all information reasonably necessary or advisable in connection with the preparation of such materials, which information provided shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.
Other Disclosure. In the event that the Receiving Party is required to disclose the Disclosing Party's Confidential Information pursuant to any applicable law or regulation, judicial or administrative order, decree or binding request of a competent authority, then such disclosure, only to the extent specifically required, shall not be deemed a violation or breach of this Appendix, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt notice of the requirement prior to any such disclosure, to allow the Disclosing Party to intervene and protect its interests in the Confidential Information, should the Disclosing Party so desire, and reasonably cooperate with the Disclosing Party’s efforts to secure an appropriate protective order, at the Disclosing Party's so cost and expense.
Other Disclosure. Schedule 7.1(1) is a due diligence checklist prepared by Buyer for Sellers and the information set forth therein is true and correct in all material respects.
