Negative Remarks Sample Clauses
The Negative Remarks clause prohibits parties from making disparaging or critical statements about each other, typically in both public and private contexts. This clause often applies to communications with third parties, such as the media, clients, or on social media platforms, and may specify the duration and scope of the restriction. Its core practical function is to protect reputations and maintain goodwill between parties, especially after the end of a business relationship or settlement, by preventing harmful or damaging comments.
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Negative Remarks. ▇. ▇▇▇▇▇ hereby agrees that, during the Standstill Period, he will not, and shall cause his agents and representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives, and/or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential and/or proprietary information of the Company or its subsidiaries or affiliates.
b. The Company hereby agrees that, during the Standstill Period, the Company will not, and shall cause its agents and representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, ▇▇▇▇▇, or to malign, harm, disparage, defame or damage the reputation or good name of ▇▇▇▇▇, his business (if applicable) or any of his agents or representatives.
c. Notwithstanding the foregoing provisions of this Section IV.4, in the event that ▇▇▇▇▇, on the one hand, or the Company, on the other hand, breaches any provision of this Agreement (including, without limitation, in the case of ▇▇▇▇▇, his obligations under the provisions of Section III, and, in the case of the Company, its obligations under the provisions of Section II.1), then all obligations of the nonbreaching party pursuant to this Section IV.4 shall terminate automatically without any further action by any party to this Agreement.