Common use of Negative Remarks Clause in Contracts

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.

Negative Remarks. a. During the Standstill Period, ▇. ▇▇▇▇▇▇▇▇ hereby agrees that, during the Standstill Period, he will shall 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 verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Gabelli, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives in their capacities thereof (collectively, the "GBL Parties"), or to malign, harm, disparage, defame or damage the reputation or good name of Gabelli, the Company, its business or those of any of the GBL Parties, and/or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any Confidential Information (as hereinafter defined). b. During the Standstill Period, the Company shall not, and shall cause its agents or 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 oral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, ▇▇▇▇▇▇▇▇▇, or any of ▇▇▇▇▇▇▇▇▇'▇ Affiliates, employees, agents or representatives in their capacities thereof (collectively the "▇▇▇▇▇▇▇▇▇ Parties"), or to malign, harm, disparage, defame or damage the reputation or good name of any of the ▇▇▇▇▇, his business (if applicable) or any of his agents or representatives▇▇▇▇ Parties. c. Notwithstanding the foregoing The provisions of this Section IV.43 shall not apply to the individual parties' confidential communications with their spouses, in to any of the parties' confidential communications with their legal and financial advisors, or to any "permitted communications" pursuant to Section V.7 of this Agreement. d. In the event that ▇▇▇▇▇, on the one handof a breach of Section V.1 or this Section V.3 by any party, or any of its Affiliates, officers, directors, employees, agents or representatives, which breach is determined to be material by the CompanyCourt, on the Court may award such relief as it determines appropriate, including relieving the other hand, breaches parties from any provision further obligation to comply with Sections V.1 and/or V.3 of this Agreement (includingand holding the breaching party or parties in contempt of Court, without limitation, and may assess any and all contempt remedies deemed appropriate by the Court. Nothing in this Section V.3(d) is intended or may be construed to limit or circumscribe any other or different remedies that may also be available to the case parties for breach of ▇▇▇▇▇, his obligations under the specified sections or any other 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.

Negative Remarks. a. During the Standstill Period, M▇. ▇▇▇▇▇▇▇ hereby agrees that, during the Standstill Period, he will shall 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 verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, ▇▇▇▇▇Gabelli, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives in their capacities thereof (collectively, the “GBL Parties”), or to malign, harm, disparage, defame or damage the reputation or good name of Gabelli, the Company, its business or those of any of the GBL Parties, and/or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any Confidential Information (as hereinafter defined). b. During the Standstill Period, the Company shall not, and shall cause its agents or 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 oral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, M▇▇▇▇▇▇▇▇, 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 M▇▇▇▇▇▇▇▇’▇ Affiliates, on employees, agents or representatives in their capacities thereof (collectively the one hand, or the Company, on the other hand, breaches any provision of this Agreement (including, without limitation, in the case of “M▇▇▇▇▇▇▇▇ Parties”), his obligations under or to malign, harm, disparage, defame or damage the reputation or good name of any of the M▇▇▇▇▇▇▇▇ Parties. c. The provisions of this Section III3 shall not apply to the individual parties’ confidential communications with their spouses, and, in the case to any of the Companyparties’ confidential communications with their legal and financial advisors, its obligations under the provisions of Section II.1), then all obligations of the nonbreaching party or to any “permitted communications” pursuant to this Section IV.4 shall terminate automatically without any further action by any party to V.7 of this Agreement. d. In the event of a breach of Section V.1 or this Section V.3 by any party, or any of its Affiliates, officers, directors, employees, agents or representatives, which breach is determined to be material by the Court, the Court may award such relief as it determines appropriate, including relieving the other parties from any further obligation to comply with Sections V.1 and/or V.3 of this Agreement and holding the breaching party or parties in contempt of Court, and may assess any and all contempt remedies deemed appropriate by the Court. Nothing in this Section V.3(d) is intended or may be construed to limit or circumscribe any other or different remedies that may also be available to the parties for breach of the specified sections or any other provisions of this Agreement.

Negative Remarks. ▇. ▇▇▇▇▇ a. Each Investor hereby agrees that, during the Standstill Period, he such Investor will not, and shall cause his its agents and representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit 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, ▇▇▇▇▇any Investor, or to malign, harm, disparage, defame or damage the reputation or good name of ▇▇▇▇▇such Investor, his such Investor’s business (if applicable) or any of his such Investor’s agents or representatives. c. Notwithstanding the foregoing provisions of this Section IV.4III.4, in the event that ▇▇▇▇▇any of the Investors, on the one hand, or the Company, on the other hand, breaches any provision of this Agreement (including, without limitation, in the case of ▇▇▇▇▇the Investors, his their obligations under the provisions of Section III, and, in the case of the Company, its obligations under the provisions of Section II.1II), then all obligations of the nonbreaching party pursuant to this Section IV.4 III.4 shall terminate automatically without any further action by any party to this Agreement.

Negative Remarks. ▇. ▇▇▇▇▇ a. Each Investor hereby agrees that, during the Standstill Period, he such Investor will not, and shall cause his its agents and representatives not to, directly or indirectly, in any capacity or manner, make, express, transmit 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, ▇▇▇▇▇any Investor, or to malign, harm, disparage, defame or damage the reputation or good name of ▇▇▇▇▇such Investor, his such Investor’s business (if applicable) or any of his such Investor’s agents or representatives. c. Notwithstanding the foregoing provisions of this Section IV.4, in the event that ▇▇▇▇▇any of the Investors, on the one hand, or the Company, on the other hand, breaches any provision of this Agreement (including, without limitation, in the case of ▇▇▇▇▇the Investors, his their 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.

Negative Remarks. a. During the Standstill Period, P▇. ▇▇▇▇▇▇▇▇ hereby agrees that, during the Standstill Period, he will shall 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 verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, ▇▇▇▇▇Gabelli, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives in their capacities thereof (collectively, the “GBL Parties”), or to malign, harm, disparage, defame or damage the reputation or good name of Gabelli, the Company, its business or those of any of the GBL Parties, and/or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any Confidential Information (as hereinafter defined). b. During the Standstill Period, the Company shall not, and shall cause its agents or 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 oral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, P▇▇▇▇▇▇▇▇▇, 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 P▇▇▇▇▇▇▇▇▇’▇ Affiliates, on employees, agents or representatives in their capacities thereof (collectively the one hand, or the Company, on the other hand, breaches any provision of this Agreement (including, without limitation, in the case of “P▇▇▇▇▇▇▇▇▇ Parties”), his obligations under or to malign, harm, disparage, defame or damage the reputation or good name of any of the P▇▇▇▇▇▇▇▇▇ Parties. c. The provisions of this Section III3 shall not apply to the individual parties’ confidential communications with their spouses, and, in the case to any of the Companyparties’ confidential communications with their legal and financial advisors, its obligations under the provisions of Section II.1), then all obligations of the nonbreaching party or to any “permitted communications” pursuant to this Section IV.4 shall terminate automatically without any further action by any party to V.7 of this Agreement. d. In the event of a breach of Section V.1 or this Section V.3 by any party, or any of its Affiliates, officers, directors, employees, agents or representatives, which breach is determined to be material by the Court, the Court may award such relief as it determines appropriate, including relieving the other parties from any further obligation to comply with Sections V.1 and/or V.3 of this Agreement and holding the breaching party or parties in contempt of Court, and may assess any and all contempt remedies deemed appropriate by the Court. Nothing in this Section V.3(d) is intended or may be construed to limit or circumscribe any other or different remedies that may also be available to the parties for breach of the specified sections or any other provisions of this Agreement.

Negative Remarks. ▇. ▇▇▇▇▇ hereby agrees that, during the Standstill Period, he will not, and A. POSC 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 or 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 verbaloral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical ofor, or negative toward Plaintiffs, the NIR Group, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any of Plaintiff’s managers, or employees (the “NIR parties”), or to malign, harm, disparage, defame or damage their reputation or their good name. B. Plaintiffs, the NIR Group, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, shall not, and shall cause their agents or representative 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 oral, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical or, or negative toward, ▇▇▇▇▇POSC, or any of POSC’s directors or executives (the “POSC Parties”), or to malign, harm, disparage, defame or damage the reputation or good name of ▇▇▇▇▇, his business (if applicable) or any of his agents or representativesPOSC Parties. c. Notwithstanding the foregoing C. The provisions of this Section IV.4, in 6 shall not apply to the event that ▇▇▇▇▇, on the one handindividual parties’ confidential communications with their spouses, or to any of the Companyparties’ confidential communications with the legal and financial advisors, on nor shall it prohibit any of the other hand, breaches parties from taking any provision of this Agreement (including, without limitation, in the case of ▇▇▇▇▇, his obligations action permitted 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 Agreement5.