Confidentiality, Press Releases and Announcements Sample Clauses

Confidentiality, Press Releases and Announcements. No Party hereto shall (or permit its Representatives (as defined below) to), directly or indirectly: (i) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 which (i) is or becomes publicly available other than as a result of a breach by the Receiving Party; (ii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s and the Company’s directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicated. The Parties acknowledge and agree that any breach of this Section 9.1 by a Party would cause irreparable harm to the other Parties hereto and that, in such event, such other Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written...
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Confidentiality, Press Releases and Announcements. The existence of this Agreement and the negotiations between Buyer and Seller relative to the transactions contemplated hereby are confidential information and Buyer and Seller shall each use their best efforts to maintain the confidentiality of that information. Prior to the Closing Date, neither party hereto shall issue any press release (or make any other public announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the employees, customers or suppliers of Seller without prior written approval of the other party hereto, except as may be necessary, in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties.
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Confidentiality, Press Releases and Announcements. The parties shall, and shall cause their respective employees, officers, directors and other representatives to, hold in strict confidence any and all information or data obtained in connection with this Agreement. Except as may otherwise required by Law, neither party will issue or authorize to be issued any press release or other announcement concerning this Agreement or any of the terms hereof or the transactions contemplated hereby without the prior written approval of the other party.
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Confidentiality, Press Releases and Announcements. No Party hereto shall (or permit its Representatives (as defined below) to), directly or indirectly: (i) make any disclosure
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Confidentiality, Press Releases and Announcements. In consideration of the benefits of this Agreement to the Seller Parties and in order to induce the Purchaser to enter into this Agreement, each Seller Party hereby covenants and agrees that from the date of this Agreement, such Seller Party and its Affiliates shall keep confidential and not disclose to any other Person the terms of this Agreement or use for their own benefit or the benefit of any other Person any Confidential Information regarding the Sellers. The obligation of each Seller Party and its Affiliates under this Section 11.8 shall not apply to information which: (a) is or becomes generally available to the public without breach of the provisions of this Section 11.8; or (b) is required to be disclosed by Law, Order or regulation of a court or tribunal or government authority; provided, however, that in the case of the foregoing clause (b), such Seller Party shall use commercially reasonable efforts to notify the Purchaser prior to disclosure to allow the Purchaser to take appropriate measures to preserve the confidentiality of such information, and shall cooperate with the Purchaser as reasonably requested by the Purchaser in connection with any such appropriate measures. Unless required by Law (in which case each Party agrees to use commercially reasonable efforts to consult with the other Parties as far in advance as practicable prior to any such disclosure as to the form and content of such disclosure), no press releases or other public releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of the Purchaser and the Seller Parties.
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Confidentiality, Press Releases and Announcements. Prior to the Closing, except as and to the extent required by law or by regulations of the Nasdaq Stock Market, without the prior written consent of the other party, none of Buyer, Seller or any Stockholder shall, directly or indirectly, make any public comments, statements or communications nor make any disclosure to any party not affiliated with Buyer or Seller with respect to the proposed transaction set forth in this Agreement, except as necessary to obtain consents or approvals to this transaction or as necessary to comply with policies and guidelines of the Securities and Exchange Commission. From and after the Closing, Seller and each Stockholder agree that, except as may be required by law, they will not disclose, and they will cause their respective employees, representatives, agents, and advisers not to disclose, any Confidential Information. "Confidential Information" means (i) the terms of this Agreement and the transactions contemplated hereby, (ii) all Seller Intellectual Property and all Business Records; and (iii) any confidential information identified as such in writing by any party hereto to any other party, except for any such information that (i) is or becomes publicly available through no fault of the receiving party or (ii) was already known to the receiving party or is rightfully disclosed to it by a third party without an obligation of confidentiality. After the Closing, Buyer may in its sole discretion prepare a press release relating to this transaction and/or file a Form 8-K with the Securities and Exchange Commission disclosing this transaction. With respect to each Stockholder, this Section 7.9 shall be controlled and superceded by the terms of the separate Noncompetition and Confidentiality Agreement entered into by each such Stockholder, including the sixty (60) month term of nondisclosure therein.
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Confidentiality, Press Releases and Announcements 
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Related to Confidentiality, Press Releases and Announcements

  • Confidentiality; Press Releases 11.1 Confidentiality and Non-Disclosure. Salton agrees that any and all information in any form that is provided to Salton or any of its representatives as part of this Agreement is provided and received in confidence, and Salton, shall at all times preserve and protect the confidentiality of such information, and of any other proprietary or non-public information of or relating to Kmart or any of its related companies of which it or any of its representatives becomes aware or acquires during the performance of this Agreement (such information is hereinafter referred to as "Confidential Information"). Salton also agrees that it shall take all reasonable steps to ensure that such Confidential Information will not be disclosed to, or used by any person, association or entity except its own employees, and then only to the extent necessary to permit it to perform this Agreement. Each of Salton and Kmart agrees to keep the Minimum Product Orders, pricing, and Term of this Agreement (including rights of extension and termination) strictly confidential, except that each of Salton and Kmart shall be permitted to disclose any and all information concerning the transactions contemplated hereby to the extent it is legally required to do so, whether under applicable securities laws or otherwise, provided, that Salton will use its reasonable best efforts to file with the Securities and Exchange Commission or any other applicable regulator or court a request for confidential treatment of the pricing and other business terms set forth in this Agreement. In the course of performance of this Agreement, Salton may disclose certain information to Kmart which Salton considers proprietary and confidential. In order to be considered as proprietary and confidential and, thus, subject to the following restrictions, Salton must comply with both of the following requirements prior to disclosure of the information: (i) the information must be clearly and conspicuously identified in writing as "PROPRIETARY AND CONFIDENTIAL INFORMATION OF SALTON'; and (ii) Salton must limit its dissemination of the information to an authorized representative of Kmart (i.e., one listed on attached Exhibit E) with a need to know such information in furtherance of the performance of this Agreement (the "Authorized Recipient") Provided Salton has complied with (i) and (ii) above, the Authorized Recipient shall maintain the confidentiality of such information to the same extent Kmart protects its own proprietary information and shall not disclose it to anyone other than Kmart employees, agents and/or consultants with a need to know who shall also be subject to this restriction. Confidential Information shall not include information that a party can demonstrate by written evidence:

  • Press Releases and Announcements No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

  • Confidentiality; Public Announcements (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Mutual Confidentiality Agreement dated as of May 27, 2010, by and between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement.

  • Confidentiality; Press Release All information, data and materials furnished or to be furnished to either party with respect to the other party in connection with this transaction or pursuant to this Agreement are confidential. Each party agrees that prior to Closing (a) it shall not disclose or otherwise make available, at any time, any such information, data or material to any person who does not have a confidential relationship with such party; (b) it shall protect such information, data and material with a high degree of care to prevent the disclosure thereof; and (c) if, for any reason, this transaction is not consummated, all information, data or material concerning the other party obtained by such party, and all copies thereof, will be returned to the other party. After Closing, neither party will disclose or otherwise make available to any person any of such information, data or material concerning the other party, except as may be necessary or appropriate in connection with the operation of the Station by Buyer. Each party shall use its reasonable efforts to prevent the violation of any of the foregoing confidentiality provisions by its respective representatives. Notwithstanding the foregoing, nothing contained herein shall prohibit Buyer or Seller from:

  • 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.

  • Confidentiality/Public Announcement From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

  • Press Release and Announcements No press release related to this Agreement or the transactions contemplated hereby, or other announcements to the employees, customers or suppliers of Seller, shall be issued without the joint approval of Purchasers and Seller. No other public announcement related to this Agreement or the transactions contemplated hereby shall be made by either party, except as required by law, in which event the parties shall consult as to the form and substance of any such announcement required by law.

  • Confidentiality and Press Releases (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion.

  • Press Releases, Etc Any press release issued by the Company shall not disclose any of the Financing Terms and the final form of such press release shall be approved in advance in writing by the Investors. No other announcement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the Investors’ prior written consent.

  • Announcements and Confidentiality 12.1 No announcement concerning this Agreement or the other Transaction Documents shall be made by one Party (whether prior to or after the Closing Date) without the prior approval of the other Party (such approval shall not be unreasonably withheld or delayed) except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall use its best efforts to notify the other Party and take into consideration the comments by such other Party.

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