Common use of Confidentiality, Press Releases and Public Announcements Clause in Contracts

Confidentiality, Press Releases and Public Announcements. All parties hereto acknowledge that CORE and Transcend are publicly-traded corporations and accordingly, disclosure of information and news concerning CORE and Transcend must be effected in a systematic, controlled manner. Accordingly, all parties hereto shall keep confidential and not disclose to any person or entity (except for their respective tax, accounting and legal advisors and any employee on a "need to know" basis and then only when the confidentiality and non-disclosure obligations have been fully explained and accepted by such persons) any information about this Agreement, the proposed transaction or any related matter, provided, however, that (i) any disclosure of such information may be made to the extent required by applicable law or regulation or judicial or regulatory process, and (ii) such information may be used as evidence in or in connection with any pending or threatened litigation relating to this Agreement or any transaction contemplated hereby. Without limiting the generality of the foregoing, no party hereto shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of both CORE and Transcend; provided, however, that CORE and Transcend may make any public disclosure it believes in good faith is required by or prudent under applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case CORE and Transcend will consult the other prior to making the disclosure).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Core Inc), Asset Purchase Agreement (Transcend Services Inc)

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Confidentiality, Press Releases and Public Announcements. All parties hereto acknowledge that CORE and Transcend are publicly-publicly- traded corporations and accordingly, disclosure of information and news concerning CORE and Transcend must be effected in a systematic, controlled manner. Accordingly, all parties hereto shall keep confidential and not disclose to any person or entity (except for their respective tax, accounting and legal advisors and any employee on a "need to know" basis and then only when the confidentiality and non-disclosure obligations have been fully explained and accepted by such persons) any information about this Agreement, the proposed transaction or any related matter, provided, however, that (i) any disclosure of such information may be made to the extent required by applicable law or regulation or judicial or regulatory process, and (ii) such information may be used as evidence in or in connection with any pending or threatened litigation relating to this Agreement or any transaction contemplated hereby. Without limiting the generality of the foregoing, no party hereto shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of both CORE and Transcend; provided, however, that CORE and Transcend may make any public disclosure it believes in good faith is required by or prudent under applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case CORE and Transcend will consult the other prior to making the disclosure).

Appears in 1 contract

Samples: Asset Purchase Agreement (Transcend Services Inc)

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Confidentiality, Press Releases and Public Announcements. All parties hereto acknowledge that CORE Each of GPD and Transcend are publicly-traded corporations 851 shall, and accordinglyshall cause its Affiliates and Representatives to, disclosure maintain the confidentiality of information the Confidential Information at all times, and news concerning CORE and Transcend must be effected in a systematicwill not, controlled manner. Accordinglydirectly or indirectly, all parties hereto shall keep confidential and not use any Confidential Information for its own benefit or for the benefit of any other Person or reveal or disclose any Confidential Information to any person Person other than authorized Representatives of the Buyer, except in connection with this Agreement or entity with the prior written consent of the Buyer. The covenants in this Section 7.4 shall not apply to Confidential Information that (except for a) is or becomes available to the general public through no breach of this Agreement by GPD, 851 or any of their respective taxAffiliates or Representatives or, accounting and legal advisors and to their Knowledge, breach by any employee on other Person of a "need duty of confidentiality to know" basis and then only when the confidentiality and non-disclosure obligations have been fully explained and accepted Buyer; or (b) the applicable Party is required to disclose by such persons) any information about this Agreement, the proposed transaction or any related matter, applicable Law; provided, however, that (i) any disclosure such Party shall notify the Buyer in writing of such information required disclosure as much in advance as practicable in the circumstances and cooperate with the Buyer to limit the scope of such disclosure. At any time that the Buyer may be made request, each of GPD and 851 shall, and shall cause its respective Affiliates and Representatives to, turn over or return to the extent required by applicable law Buyer all Confidential Information in any form (including all copies and reproductions thereof) in their possession or regulation or judicial or regulatory process, and (ii) such information may be used as evidence in or in connection with any pending or threatened litigation relating to this Agreement or any transaction contemplated herebycontrol. Without limiting the generality of the foregoing, no party hereto No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of both CORE the Buyer, GPD and Transcend851; provided, however, that CORE and Transcend any Party may make any public disclosure it believes in good faith is required by applicable Law. GPD, 851 and the Buyer shall consult with each other concerning the means by which any employee, customer or prudent under applicable law supplier of any Company or any listing or trading agreement concerning its publicly-traded securities (in which case CORE other Person having any business relationship with any Company will be informed of the Transactions, and Transcend will consult the other prior Buyer shall have the right to making the disclosure)be present for any such communication.

Appears in 1 contract

Samples: Share and Real Property Purchase Agreement (Century Casinos Inc /Co/)

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