Confidentiality; Public Announcements. Each party agrees to keep the terms of this Agreement confidential, except to the extent required by applicable Law (including the rules and regulations promulgated by the SEC or NASDAQ) or for financial reporting purposes and except that such party may disclose such terms to its officers, managers, directors, employees, equityholders, accountants, counsel, consultants, advisors, agents and other Affiliates as necessary in connection with the ordinary conduct of its business (so long as such Persons are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially in accordance with this Agreement). Except as may be required by Law, including the rules and regulations promulgated by the SEC or NASDAQ, the parties agree that no public release or announcement by any party concerning this Agreement or the transactions contemplated hereby shall be made without advance approval thereof by the other party. If any such public announcement is required by Law to be made by any party, prior to making such announcement, such party will deliver a draft of such announcement to the other party, and shall give such other party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by such other party. Notwithstanding the foregoing, nothing here shall restrict any party from reporting the number of Shares to be purchased and sold pursuant to this Agreement or the Purchase Price therefor in a filing made pursuant to Section 13 or Section 16 of the Exchange Act and no party shall have any right to consent to, or provide comments on, any such filing.
Confidentiality; Public Announcements. (i) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature...
Confidentiality; Public Announcements. Each party and its employees and representatives shall keep confidential the terms and conditions of this Agreement and any and all data, reports and information relating thereto except (a) to the extent necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of a court of competent jurisdiction or to support a defense or claim made in a litigation or governmental proceedings and, in any such event, the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (b) to the extent necessary to comply with SEC or similar securities law disclosure requirements, (c) as part of its normal reporting or review procedure to its parent company, its auditors or attorneys; (d) in order to enforce its rights or perform its obligations pursuant to this Agreement; provided, however, that prior to such disclosure such party shall seek confidential treatment of such information; or (e) if mutually agreed by the parties, in advance of such disclosure, in writing. Neither party shall make any public announcement concerning the existence of this Agreement or any of the terms and conditions of this Agreement without the other party’s prior written consent as to the content and timing of such announcement.
Confidentiality; Public Announcements. Except as otherwise provided herein, the Parties shall adhere to the terms and conditions of the Confidentiality Agreement, and the Confidentiality Agreement shall continue in full force and effect until such time as the Confidentiality Agreement expires or terminates pursuant to its terms; provided, however, the Parties agree that all Confidential Information (as defined in the Confidentiality Agreement) of Sellers that was included in the Assets shall, for purposes of the Confidentiality Agreement and otherwise, be deemed to be the Confidential Information of Buyer, and no Seller shall disclose such Confidential Information except with the prior written consent of Buyer, as necessary to discharge the Excluded Liabilities, in a dispute between Buyer and Sellers, or as otherwise contemplated by this Agreement. Any public announcement or similar publicity with respect to this Agreement or the Transaction will be issued, if at all, at such time and in such manner as mutually agreed to by ISA and Buyer; provided, however, the foregoing shall not prohibit any Party from making, issuing or releasing any public announcements, statements or acknowledgments that such Party is required to make, issue or release by applicable Legal Requirements or by any listing agreement with or listing rules of any national securities exchange, provided further, however, that, with the exception of the announcement of this Transaction and the filing of Form 8-K on or immediately following the Effective Date and the making of any other statement substantially consistent therewith in subsequent filings with the U.S. Securities and Exchange Commission, to the extent not prohibited by applicable Legal Requirements, the issuing Party shall use commercially reasonable efforts to provide the other Party with written notice of such announcement, statement or acknowledgement (including a copy of the same) at least two (2) Business Days prior to any such issuance. In the event of a conflict between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall control.
Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.
Confidentiality; Public Announcements. Unless otherwise required by Applicable Law or necessary for a Party to enforce its rights, each of the Parties, its respective Affiliates, advisors and representatives shall not disclose or permit the disclosure of any of the terms or conditions of this Agreement to any third party without the other party’s prior written consent. Notwithstanding the foregoing, if any such disclosure is so required, the disclosing Party shall consult, to the extent practicable, in advance with the other party concerning the reasons for and content of such disclosure. Unless otherwise required by Applicable Law or the rules of the New York Stock Exchange, no Party to this Agreement shall make any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party.
Confidentiality; Public Announcements. (i). The Parties undertake with each other that they shall treat as strictly confidential all information received or obtained by them or their employees, agents or advisers in connection with the entry into or the performance of this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement, and the business or affairs of any other Party and subject to the provisions of this section that they will not at any time hereafter make use of or disclose or divulge to any Person any such information and shall use all reasonable efforts to prevent the publication or disclosure of any such information.
Confidentiality; Public Announcements. Prior to the Closing, the parties hereto shall use their best efforts to keep this Agreement and the execution and terms hereof confidential, and shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby. Either party may, however, disclose such matters to its directors, officers, executive employees and professional advisors to such extent as may be reasonable for the negotiation, execution and consummation of this Agreement. Each party shall keep confidential all information concerning the other obtained pursuant to this Agreement and shall not use such information except in connection with the transactions set forth herein. The foregoing obligations of confidentiality in this Section 7.02 do not pertain to the disclosure of information which is generally available to the public, is required to be disclosed by any court or either party discloses, upon advice of counsel, in order to comply with Applicable Law. The parties hereto recognize and agree that in the event of a breach by a party of this Section 7.02, money damages would not be an adequate remedy to the injured party for such breach and, even if money damages were adequate, it would be impossible to ascertain or measure with any degree of accuracy the damages sustained by such injured party therefrom. Accordingly, if there should be a breach or threatened breach by a party of the provisions of this Section 7.02, the injured party shall be entitled to an injunction restraining the breaching party from any breach without showing or proving actual damage sustained by the injured party. Nothing in the preceding sentence shall limit or otherwise affect any remedies that a party may otherwise have under Applicable Law.
Confidentiality; Public Announcements. Purchaser and Sellers agree that the terms and conditions of the transactions contemplated in this Agreement are to remain confidential, except that either Party and its affiliates may disclose the terms and provisions of this Agreement (i) to the extent that such Party or any of its affiliates is required by applicable law (including the rules and regulations promulgated by the SEC or any stock exchange) to make public disclosure, or (ii) in any legal proceeding, including any audit, to the extent necessary to enforce any rights under this Agreement, provided that, in either case, the disclosing Party shall provide the other Parties with prior notice of such disclosure and the content thereof. This Section 28 shall survive any termination, cancellation or expiration of this Agreement or the Closing.