Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. Purchaser shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.7, make disclosure of this Agreement (a) to its Permitted Outside Parties as necessary to perform its obligations hereunder and (b) as may be required under laws, rules or regulations applicable to Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Purchaser, on behalf of itself and the Purchaser Parties, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to Seller for which damages may not constitute an adequate remedy. Accordingly, Purchaser agrees, on its own behalf and on behalf of the Purchaser Parties, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller's remedies are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to Seller. The provisions of this Section 12.8 shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)

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Confidentiality; Press Releases. Seller and Purchaser shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Sellerthe other party; provided, however, that Purchaser may, subject to the provisions of Section 4.7, either party may make disclosure of this Agreement as may be required (a) to its Permitted Outside Parties as necessary to perform its obligations hereunder and (bi) as may be required under lawsby law or court order after advance written notice to the other party and the opportunity to intervene prior to disclosure and/or (ii) to its consultants, rules attorneys, advisors and potential lenders to the extent (y) such disclosure is reasonably necessary to such party(ies), and (z) such parties are made aware of the existence of, and directed by Seller or regulations Purchaser, as applicable, to comply with, the confidentiality terms applicable to Seller or Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect ownersrespectively, herein. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Purchaser, on behalf of itself and the Purchaser Parties, stipulates each stipulate that the breach of the requirements of this Section 12.8 section will cause irreparable harm to Seller the other for which damages may not constitute an adequate remedy. Accordingly, Seller and Purchaser agrees, on its own behalf and on behalf of each agree that the Purchaser Parties, that sole remedy for the non-breaching party in connection with any breach of the requirements of this Section 12.8 section is that any such breach may be enjoined by an appropriate court order or judgment. Seller's remedies are Following the Closing, Purchaser shall not limited be bound by any confidentiality restrictions or limitations set forth herein or otherwise in connection with the transactions contemplated hereby; provided, however, any such public announcement or press release made by Purchaser related to injunctive relief for a breach the transaction contemplated by this Agreement shall not identify any of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available entities or individuals that control Seller or are related to Seller. The provisions requirements of this Section 12.8 section shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rodin Global Property Trust, Inc.)

Confidentiality; Press Releases. Purchaser shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.7, make disclosure of this Agreement (a) to its Permitted Outside Parties as necessary to perform its obligations hereunder and (b) as may be required under laws, rules laws or regulations applicable to Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners. Without limiting the foregoing requirement for Seller approval, the name names "Crow HoldingsThe Woodmont Company" or "L&B Realty" shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this AgreementAgreement without the prior written consent of Seller. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Purchaser, on behalf of itself and the Purchaser Parties, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to Seller for which damages may not constitute an adequate remedy. Accordingly, Purchaser agrees, on its own behalf and on behalf of the Purchaser Parties, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller's remedies are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to Seller. The provisions of this Section 12.8 shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)

Confidentiality; Press Releases. Purchaser shall make no public announcement, press release announcement or disclosure of the transactions contemplated under this Agreement, nor any information related to this Agreement, Agreement to outside brokers, media brokers or third parties, before or after the prior to Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.74.6, make disclosure of this Agreement (a) to its Permitted Outside Parties as necessary to perform its obligations hereunder and (b) as may be required under laws, rules laws or regulations applicable to Purchaser, including regulation . It is understood and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" shall agreed that money damages may not be used or referenced in a sufficient remedy for any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Purchaser, on behalf of itself and the Purchaser Parties, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm and that the Seller shall be entitled to Seller specific performance and injunctive or other equitable relief as a remedy for which damages may any such breach. Purchaser further agrees not constitute an adequate remedy. Accordinglyto raise, Purchaser agrees, on its own behalf and on behalf as a defense or objection to the request or granting of the Purchaser Partiessuch relief, that any breach of this Section is or would be compensable by an award of money damages, and Purchaser agrees to waive any requirement for the requirements security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Section 12.8 may but shall be enjoined in addition to all other remedies available at law or equity to Seller. Purchaser also agrees to reimburse Seller and its representatives for all costs incurred by an appropriate court order or judgment. Seller's remedies are not limited to injunctive relief for a breach of Seller and its representatives in connection with the requirements enforcement of this Section 12.8(including, and all without limitation, legal and equitable remedies will continue to be available to Sellerfees in connection with any such litigation, including any appeals therefrom). The provisions of this Section 12.8 shall survive Closing.Closing for a period of twelve (12) months. Purchase and Sale Agreement 6000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 4000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 10000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tuesday Morning Corp/De)

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Confidentiality; Press Releases. Neither Purchaser nor Seller shall make no any public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor or any information related to this Agreement, Agreement to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Sellerthe other party; provided, however, that Purchaser and Seller may disclose the terms of this Agreement to their current and potential investors, partners, lenders or other capital providers, and may, subject to the provisions of Section 4.74.5, make disclosure of this Agreement (a) to its Permitted Outside their Related Parties as necessary to perform its their obligations hereunder and (b) as may be required under laws, rules applicable laws or regulations applicable (including, without limitation, disclosures required to Purchaser, including regulation and requirements of be made to the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect ownersCommission). Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" “Thackeray” shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's ’s partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Seller and Purchaser, on behalf of itself themselves and the Purchaser their Related Parties, stipulates stipulate that the breach of the requirements of this Section 12.8 will cause irreparable harm to Seller the other party for which damages may not constitute an adequate remedy. Accordingly, Purchaser agrees, on its own behalf and on behalf of the Purchaser Parties, Seller agree that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller's remedies are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to Seller. The provisions of this Section 12.8 shall survive ClosingClosing for a period of six (6) months.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)

Confidentiality; Press Releases. Purchaser shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information related to this Agreement, Agreement to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.74.6, make disclosure of this Agreement (a) to its Permitted Outside Parties as necessary to perform its obligations hereunder and (b) as may be required under laws, rules laws or regulations applicable to Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners. Without limiting the foregoing requirement for Seller approval, the name "Crow Holdings" names “Network Associates”, “McAfee” or any derivative thereof shall not be used or referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement. Purchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's ’s partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Purchaser, on behalf of itself and the Purchaser Parties, stipulates that the breach of the requirements of this Section 12.8 will cause irreparable harm to Seller for which damages may not constitute an adequate remedy. Accordingly, Purchaser agrees, on its own behalf and on behalf of the Purchaser Parties, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller's ’s remedies are not limited to injunctive relief for a breach of the requirements of this Section 12.8, and all legal and equitable remedies will continue to be available to Seller. For clarity, Seller may disclose the terms of this Agreement in connection with Seller’s reporting and disclosure requirements (including disclosures required by the U.S. Securities and Exchange Commission). The provisions of this Section 12.8 shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (McAfee Corp.)

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