Grouped Into 26 Collections of Similar Clauses From Business Contracts
This page contains Mutual Non-Disparagement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute or otherw...ise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties Company, on the one hand, and Investor, on the other hand, covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 11, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, principals, partners, members, general partn...ers, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute disrepute, or otherwise defame or slander the other Party or such other Party's other's subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party the other or a Party's the other's subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party the other or a Party's the other's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, , their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives. This Section 11 shall not limit the power of any director the Company to make such statements as required by applicable law or make comments that are consistent with the provisions hereof nor shall it apply to any private communications between Investor and its Affiliates and its and their respective principals, directors, members, general partners, officers and key employees, on the one hand, and any Contact Personnel (as defined herein) of the Company, on the other hand, to the extent that it would not be reasonably expected that such communication would trigger public disclosure obligations for any such party. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, Section 11, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepu...te or otherwise disrepute, defame or slander the any other Party or such other Party's Parties' subsidiaries, affiliates, successors, assigns, officers (including any current or former officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), Parties' subsidiaries), directors (including any current or former director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), Parties' subsidiaries), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, services. This Section 11 shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 11 shall be deemed to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any manner that would required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably be expected to damage the business or reputation consider any comments of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. Party. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period Period, or if earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this section, Section 12, neither it nor any of its respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or director...s, shall in any way publicly criticize, disparage, call into disrepute disrepute, or otherwise defame or slander the other Party or such other Party's subsidiaries, affiliates, successors, assigns, partners, members, officers (including any current officer of a Party or a Party's subsidiaries who no longer serves in such capacity following the 9 execution of this Agreement), directors (including any current director of a Party or a Party's subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members and Associates 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, declarati...on, 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 that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the expiration of the Restricted Period, neither it nor any of its Affiliates will, and it will cause each of its Affiliates 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 any of its agents or representatives (collectively, the "Investor Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . (c) Notwithstanding the foregoing, nothing in this Section 10 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 10(a) and 10(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) if such statement by the other party was made in breach of this Agreement.View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the fore...going), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or 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, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Investors or their Affiliates or Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of any Investor, its business business, or any of the Investor Representatives . Agents. 12 (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party person from (i) reporting possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder, or (ii) making any other statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, and reasonably consider any comments of such other Parties. laws. (d) The limitations set forth in Section 10(a) Sections 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) Sections 7(a) or 7(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates Related Persons 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, co...mment, 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 towards, or critical of, or negative toward, the Company or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business any Company Representative or the Company's business; provided, however, that the foregoing shall not prevent the Investor Group from privately communicating to the Company, or any directors or executive officers of the Company Representatives. factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. Within twenty-four hours of the execution of this Agreement, the Investor Group shall terminate all access to www.createvalueatkohls.com and any other website hosted, directly or indirectly, by the Investor Group with respect to the Company. (b) The Company hereby agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates executive officers or directors will, and it will cause each of its Affiliates 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 towards, or critical of, or negative toward, any Investor or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Investor Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business any Investor Representative or any Investor's business; provided, however, that the 18 foregoing shall not prevent private communications to the Investor Group or Investor Representatives of factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. Within twenty-four hours of the execution of this Agreement, the Company shall terminate all access to www.kohlsmomentum.com and any other website hosted, directly or indirectly, by the Company with respect to the Investor Representatives . Group's nomination of directors for election at the 2021 Annual Meeting. (c) Notwithstanding the foregoing, nothing in this Section 10 25 or elsewhere in this Agreement shall prohibit any Party party to this Agreement from making any statement or disclosure required under the federal securities laws or other applicable laws; laws, rules or regulations so long as such requirement is not due to a breach by any party of this Agreement; provided, that such Party must party must, to the extent legally permissible and practicable, provide written notice to the other Parties party at least two five business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, laws, and shall reasonably consider any comments of such the other Parties. (d) party. The limitations set forth in Section 10(a) Sections 25(a) and 10(b) 25(b) shall not prevent any party to this Agreement from responding to any public statement made by the other party of the nature described in Section 10(a) Sections 25(a) and 10(b) 25(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) a. Each Investor agrees that, until the earlier of (i) the expiration of the Restricted Period, Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three business days following written notice from such Investor of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not to, dire...ctly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly 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, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, of the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates. For purposes of this Agreement, "Restricted Period" shall mean the period commencing on the date of this Agreement and ending at 11:59 p.m., Eastern Time, on the date that is the earlier of (x) ten (10) business days prior to malign, harm, disparage, defame or damage the reputation or good name expiration of the Company, its business or any advance notice period for the submission by stockholders of director nominations for consideration at the 2019 Annual Meeting (as set forth in the advance notice provisions of the Company Representatives. (b) Company's Bylaws) or (y) one hundred (100) calendar days prior to the first anniversary of the 2018 Annual Meeting. b. The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Period and (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have 4 three business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly 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, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory of, the Investors or critical of, their Affiliates or negative toward, any Investor Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . (c) Associates. c. Notwithstanding the foregoing, nothing in this Section 10 6 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, provided that such Party party must provide provide, to the extent legally permissible, advance written notice to the other Parties parties, and to the extent practicable, at least two business days in advance, prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions of this Section 8, 6, and reasonably consider any comments of such other Parties. (d) parties. d. The limitations set forth in Section 10(a) 6(a) and 10(b) 6(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) 6(a) and 10(b) 6(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Driver Party agrees that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives to not, 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 oth...er statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of the Corporation or any of its current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (b) The Corporation hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives to not, 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 (including, but not limited to, through the use of any social or professional networking websites and/or blogs), whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of any Driver Party or any of their respective current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (c) Notwithstanding the foregoing, nothing in this Section 3 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including, but not limited to, to comply with any subpoena or other legal process from any Governmental Authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to the other Parties at least four (4) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 3(a) and 3(b) shall not prevent any Party from responding to any public statement made by the other Party of the nature described in Sections 3(a) and 3(b), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 9 of this Agreement.View More
Mutual Non-Disparagement. (a) Each Driver Subject to Section 6, each DiGiandomenico Party agrees that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives to not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, comme...nt, message, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the directors of ClearSign, or constitute an ad hominem attack on, that might reasonably be construed to malign, harm, disparage, defame or otherwise disparage, defame, damage, criticize, condemn, or impugn damage the reputation or good name of (i) ClearSign, (ii) ClearSign's business, except as may be required by reason of employment in a broker-dealer in the Corporation or ordinary course, and/or (iii) any of its current or former Representatives, or any the directors of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. ClearSign. (b) The Corporation ClearSign hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives to not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any DiGiandomenico Party, or constitute an ad hominem attack on, that might reasonably be construed to malign, harm, disparage, defame or otherwise disparage, defame, damage, criticize, condemn, or impugn damage the reputation or good name of any Driver Party or any of their respective current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. DiGiandomenico Party. (c) Notwithstanding the foregoing, nothing Nothing in this Section 3 4 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including, but not limited to, (including to comply with any subpoena or other legal process from any Governmental Authority governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to the other Parties Party at least four (4) two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, 4, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 3(a) Section 4(a) and 3(b) 4(b) shall not prevent any Party from responding to any public statement made by the other Party of the nature described in Sections 3(a) Section 4(a) and 3(b), 4(b) if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 9 of this Agreement. View More
Mutual Non-Disparagement. (a) Each Driver Subject to Section 6, each VIEX Party agrees that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it shall cause each of its Representatives to not, not to, directly or indirectly, in any capacity or manner, (i) make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, com...ment, message, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn the reputation or good name of the Corporation disparaging toward Arlo or any of its current Representatives, or former Representatives, (ii) cause any tortious interference with the contracts and relationships of Arlo or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. its Representatives. 3 (b) The Corporation Arlo hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives to not, not to, directly or indirectly, in any capacity or manner, (i) make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory disparaging toward any VIEX Party or critical of, its Representatives or negative toward, or constitute an ad hominem attack on, or otherwise disparage, defame, damage, criticize, condemn, or impugn (ii) cause any tortious interference with the reputation or good name contracts and relationships of any Driver VIEX Party or any of their respective current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. its Representatives. (c) Notwithstanding the foregoing, nothing in this Section 3 4 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including, but not limited to, (including to comply with any subpoena or other legal process from any Governmental Authority governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to the other Parties Party at least four (4) one (1) business days day prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, 4, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 3(a) Section 4(a) and 3(b) 4(b) shall not prevent any Party from responding to any public statement made by the other Party of the nature described in Sections 3(a) Section 4(a) and 3(b), 4(b) if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 9 of this Agreement. View More
Mutual Non-Disparagement. (a) Each Driver Party Subject to Section 9, Hammann agrees that, during the Standstill Period, neither it nor any of its Representatives (as defined below) shall, and it he shall cause each of its Representatives to not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, comment, messa...ge, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the officers or constitute an ad hominem attack on, directors of the Company, or otherwise that might be reasonably be construed to malign, harm, disparage, defame, damage, criticize, condemn, defame or impugn damage the reputation or good name of (i) the Corporation or Company, (ii) the Company's business and/or (iii) any of its current or former Representatives, or any the directors of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. the Company. (b) The Corporation Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives shall, and it shall cause each of its Representatives to not, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication, communication or other statement of any kind (including, but not limited to, through the use of any social or professional networking websites and/or blogs), kind, whether verbal, in writing, electronically transferred, transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Hammann, or constitute an ad hominem attack on, that might reasonably be construed to malign, harm, disparage, defame or otherwise disparage, defame, damage, criticize, condemn, or impugn damage the reputation or good name of any Driver Party or any of their respective current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. Hammann. (c) Notwithstanding the foregoing, nothing in this Section 3 7 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws (including, but not limited to, (including to comply with any subpoena or other legal process from any Governmental Authority governmental or regulatory authority with competent jurisdiction over the relevant Party hereto) or stock exchange regulations; provided, however, that, unless prohibited under applicable law, such Party must provide written notice to the other Parties Party at least four (4) two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, 7, and reasonably consider any comments of such other Party. 5 (d) The limitations set forth in Sections 3(a) 7(a) and 3(b) 7(b) shall not prevent any Party from responding to any public statement made by the other Party of the nature described in Sections 3(a) 7(a) and 3(b), 7(b), if such statement by the other Party was made in breach of this Agreement, and any such response shall not be deemed to be a breach of this Agreement by the responding Party. (e) For the avoidance of doubt, the limitations set forth in Sections 3(a) and 3(b) apply to all communications, including, but not limited to, any filings that must be made by either Party in connection with Section 9 of this Agreement. View More
Mutual Non-Disparagement. Prior to the Termination Date, without the prior written consent of the other party, neither party shall, nor shall it permit any of its Representatives to make any public statement about the other party, the other party's current or former directors in their capacity as such, officers or employees (including with respect to such persons' service at the other party), the other party's subsidiaries, or the business of the other party's subsidiaries or any of its or its subsidiaries' current direc...tors, officers or employees, including the business and current or former directors, officers and employees of the other party's controlled Affiliates, as applicable, that undermines, disparages or otherwise reflects detrimentally on the other party. The restrictions in this Section 4 shall not (x) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.View More
Mutual Non-Disparagement. Prior to the Termination Date, Date (as defined in Section 13 below), no party shall permit any of its officers, directors, employees, members, or representatives or that of its Affiliates to, without the prior written consent of the other party, neither party shall, nor shall it permit any of its Representatives to make any public statement about the that constitutes or would reasonably be expected to constitute an ad hominem attack on or otherwise disparages any other party, the other party's...any current or former directors of the Company in their capacity as such, such (including any director who was serving immediately prior to this Agreement), officers or employees (including with respect to such persons' service at the other party), the any other party's subsidiaries, or the business of the any other party's subsidiaries subsidiaries' business or any of its or its subsidiaries' current directors, officers or employees, including the business and current or former directors, officers and employees of the such other party's controlled Affiliates, as applicable, that undermines, disparages or otherwise reflects detrimentally on the other party. applicable. The restrictions in this Section 4 shall not (x) (a) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) (b) prohibit (i) any party person from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. thereunder, or (ii) any party from responding to any public statement made by the other party of the nature described in this Section if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. Prior to the Termination Date, neither the Company nor any member of the Investor Group shall, or permit any of its or their respective Representatives to, without the prior written consent of the other party, neither party shall, nor shall it permit any of its Representatives to other, make any public statement about the other party, (including, in the other party's case of the Investor Group, the Company's current or former directors future directors, officers or employees in their capacity as... such, the Company's subsidiaries, the business of the Company or its subsidiaries or the current or future directors, officers or employees (including with respect to of any of the Company's subsidiaries and, in the case of the Company, the Prescience Point Parties' officers or employees in their capacity as such persons' service at the other party), the other party's subsidiaries, or the business of the other party's subsidiaries or any of its or its subsidiaries' current directors, officers or employees, including the business and current or former directors, officers and employees of the other party's controlled Affiliates, as applicable, Prescience Point Parties) that undermines, disparages or otherwise reflects detrimentally on the other party. or any individual appointed to or nominated by the Board. The restrictions in this Section 4 6 shall not (x) (a) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) to any disclosure that such party either the Company or the relevant member of the Investor Group reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) (b) prohibit the Company or any party member of the Investor Group from reporting what it it/they reasonably believes, believe(s), after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. Nothing in this Section 6 shall limit the exercise in good faith by any Investor Group Designee of such Investor Group Designee's fiduciary duties solely in such Investor Group Designee's capacity as a director of the Company. 8 7. No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court or other tribunal (each, a "Legal Proceeding") against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement and (b) mandatory counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). The Investor Group shall support the Company and the Board in connection with any Legal Proceeding and shall not take any position in opposition to the Company's position in any Legal Proceeding related to the timing of Shareholder Meetings or the election of directors, as reasonably requested by the Company. Each party represents and warrants that neither it nor any assignee has initiated any Legal Proceeding against the other party. View More
Mutual Non-Disparagement. Prior to the Termination Date, without the prior written consent of the other party, neither party shall, nor shall it permit any of its Representatives to make any public statement about the other party, the other party's current or former directors in their capacity as such, officers or employees (including with respect to such persons' service at the other party), the other party's subsidiaries, or the business of the other party's subsidiaries or any of its or its subsidiaries' current direc...tors, officers or employees, including the business and current or former directors, officers and employees of the other party's controlled Affiliates, as applicable, that undermines, disparages or otherwise reflects detrimentally on the other party. applicable. The restrictions in this Section 4 shall not (x) apply (i) in any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (y) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. 6 5. No Litigation. Prior to the Termination Date, each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a "Legal Proceeding") against the other party or any of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however, that the foregoing shall not prevent any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (each, a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its Representatives; provided, further, that in the event any party or any of its Representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed any lawsuit against the other party. View More
Mutual Non-Disparagement. During the Employment Period and for the two year period following the Date of Termination, the Executive agrees not to make public statements or communications that disparage the Company, its business, services, products or its affiliates or its or their current, former or future directors or executive officers (in their capacity as such), or with respect to any current or former director or executive officer or shareholder of the Company or its affiliates (in their capacity as such). During th...e Employment Period and for the two year period following Date of Termination, the Company agrees that it shall not, and that it shall instruct its directors and executive officers to not, make public statements or communications that disparage the Executive. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).View More
Mutual Non-Disparagement. During the Employment Period and for the two year period following the Date of Termination, thereafter, the Executive agrees not to make public statements or communications, or statements or communications that, at the time made, are intended or reasonably likely to become public, that disparage or criticize the Parent or any of its direct or indirect parents or subsidiaries, including the Company, its business, services, or any of their respective businesses, services or products or its affilia...tes or its or their current, former or future equityholders, directors or executive officers (in their capacity as such), or with respect to any current or former director or executive officer or shareholder of the Company or its affiliates (in their capacity capacities as such). During the Employment Period and for the two year period following Date thereafter, each of Termination, the Company agrees that it and the Parent shall not, not authorize, and that it shall instruct its directors and executive officers to not, make not make, public statements or communications that disparage or criticize the Executive. For purposes of this Section 8, "public" as used in reference to a statement or communication means the public generally, including the current, former or future equityholders, directors or executive officers of the Parent and its direct or indirect parents or subsidiaries, including the Company, and the customers, vendors or other business partners of any such Person. The foregoing shall not be violated by (a) truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). proceedings), (b) public comments, such as in media interviews, which include good faith, candid discussions or acknowledgements regarding the performance or business of Parent or any of its direct or indirect parents or subsidiaries, including the Company, or (c) discussions regarding the Executive in connection with performance evaluations, including impromptu evaluations and feedback and good faith criticism. View More
Mutual Non-Disparagement. During the Employment Period Term and for the two (2) year period following the Date date of Termination, termination, the Executive agrees not to make public statements or communications that disparage the Company, its business, services, products or its affiliates Affiliates or its or their current, former or future directors or directors, executive officers (in their capacity as such), or with respect to any current or former director or executive officer or shareholder of the Company or its ...affiliates shareholders (in their capacity as such). During the Employment Period Term and for the two (2) year period following Date the date of Termination, termination, the Company agrees that it shall not, and that it shall instruct its directors and executive officers to not, make public statements or communications that disparage the Executive. Executive, The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). View More
Mutual Non-Disparagement. During the Standstill Period, (a) the Ancora Parties shall not, and shall cause their respective directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates not to make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Company, its officers or its directors or any person who has served as an officer or dire...ctor of the Company in the past and (b) the Company shall not, and shall cause its directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates not to, make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Ancora Parties, the Members of the Ancora Parties or their respective officers or directors or any person who has served as an officer or director of an Ancora Party in the past). The foregoing shall not prevent the making of any factual statement including in any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with purported jurisdiction over the party from whom information is sought.View More
Mutual Non-Disparagement. During the Standstill Period, (a) the Ancora Parties shall not, and shall cause their respective directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates not to make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Company, Corporation, its officers or its directors or any person who has served as an of...ficer or 8 director of the Company Corporation in the past and (b) the Company shall not, and shall cause its Corporation's directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates executive officers not to, make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Ancora Parties, the Members of the Ancora Parties or their respective officers or directors or any person who has served as an officer or director of an Ancora Party in the past). past three (3) years). The foregoing shall not prevent the making of any factual statement including in any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with purported jurisdiction over the party from whom information is sought. View More
Mutual Non-Disparagement. During the Standstill Period, (a) the Ancora Parties Investor Group and each member of the Investor Group shall not, and shall cause their respective directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates not to make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Company, its officers or its directo...rs or any person who has served as an officer or director of the Company in the past and (b) the Company shall not, and shall cause its directors, officers, partners, members, employees, agents (in each case, acting in such capacity) and Affiliates not to, make, or cause to be made, by press release or other public statement to the press or media, any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages, the Ancora Parties, Investor Group, the Members members of the Ancora Parties Investor Group or their respective officers or directors or any person who has served as an officer or director of an Ancora Party Investor Group in the past). The foregoing shall not prevent the making of any factual statement including in any compelled testimony or production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with purported jurisdiction over the party from whom information is sought. View More
Mutual Non-Disparagement. Executive (i) will not, and will cause his relatives, agents, and representatives to not, knowingly disparage or make any derogatory statements regarding the Company, its directors, or its officers, and (ii) the Company will not knowingly disparage or make any derogatory statements regarding Executive; provided, however, that the Company's obligations under this Section 5 shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above and m...embers of the Board; provided, further, that the foregoing restrictions shall not apply to any statements by Executive or the Company that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process.View More
Mutual Non-Disparagement. For the two (2) years following the Separation Date, (i) Executive (i) will not, and will cause his relatives, agents, and representatives to not, knowingly disparage or make any derogatory statements regarding the Company, its directors, or its officers, and (ii) the Company will not knowingly disparage or make any derogatory statements regarding Executive; provided, however, that the Company's obligations under this Section 5 shall be limited to communications by its senior corporate executive...s having the rank of Senior Vice President or above and members of the Board; provided, further, that the foregoing restrictions shall not apply to any statements by Executive or the Company that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process. View More
Mutual Non-Disparagement. Crum acknowledges and agrees that he is bound by the covenants set forth in Section 9 of the Employment Agreement and, accordingly, Crum reaffirms that he will not intentionally make, or intentionally cause any other Person (as defined in the Employment Agreement) to make, any public statement that is intended to criticize or disparage the Company, any of its affiliates, or any of their respective officers, managers or directors. The Company acknowledges and agrees that it is bound by the covena...nts set forth in Section 9 of the Employment Agreement and, according, the Company reaffirms that it will use commercially reasonable efforts to cause its officers and members of its Board of Directors not to intentionally make, or intentionally cause any other Person to make, any public statement that is intended to criticize or disparage Crum. This Section 15 shall not be construed to prohibit any person from responding publicly to incorrect statements or from making truthful statements when required by law, subpoena, court order, or the like.View More
Mutual Non-Disparagement. Crum Burleigh acknowledges and agrees that he is bound by the covenants set forth in Section 9 of the Employment Agreement and, accordingly, Crum Burleigh reaffirms that he will not intentionally make, or intentionally cause any other Person (as defined in the Employment Agreement) to make, any public statement that is intended to criticize or disparage the Company, any of its affiliates, or any of their respective officers, managers or directors. The Company acknowledges and agrees that it is b...ound by the covenants set forth in Section 9 of the Employment Agreement and, according, the Company reaffirms that it will use commercially reasonable efforts to cause its officers and members of its Board of Directors not to intentionally make, or intentionally cause any other Person to make, any public statement that is intended to criticize or disparage Crum. Burleigh. This Section 15 shall not be construed to prohibit any person from responding publicly to incorrect statements or from making truthful statements when required by law, subpoena, court order, or the like. View More
Mutual Non-Disparagement. Subject to Section 7(d), each of the PW Group Shareholders and each of the HG Vora Group Shareholders severally and not jointly, on the one hand, and the Company, on the other hand, agrees that, during the Covered Period, it will not, and it will cause each of their respective Affiliates, directors, officers, managers, members and employees not to, directly or indirectly, cause, express or cause to be expressed, orally or in writing, any publicly disparaging or unfavorable remarks, comments or c...riticisms with regard to (or make any other public statement or communication that might reasonably be construed to be derogatory or negative toward) the other party, any Affiliate thereof, its business, or any of its current, future or former directors, officers, executives, management, employees and auditors.View More
Mutual Non-Disparagement. Subject to Section 7(d), each of the PW Group Shareholders, each of the Luxor Shareholders and each of the HG Vora Group Zelman Shareholders severally and not jointly, on the one hand, and the Company, on the other hand, agrees that, during the Covered Period, it will not, and it will cause each of their respective Affiliates, directors, officers, managers, members and employees not to, directly or indirectly, cause, express or cause to be expressed, orally or in writing, any publicly disparagin...g or unfavorable remarks, comments or criticisms statement with regard to (or make any other public statement or communication that might reasonably be construed to be derogatory or negative toward) the other party, any Affiliate thereof, its business, or any of its current, future or former directors, officers, executives, management, employees and auditors. View More
Mutual Non-Disparagement. Subject to Section 7(d), each Each member of the PW Group Shareholders and each of the HG Vora Group Shareholders severally and not jointly, Group, on the one hand, and the Company, on the other hand, agrees that, during the Covered Period, it will not, and it will cause each of their respective Affiliates, directors, officers, managers, members and employees its Affiliates not to, directly or indirectly, cause, express or cause to be expressed, orally or in writing, any publicly disparaging or ...unfavorable remarks, comments or criticisms with regard to (or make any other public statement or communication that might reasonably be construed to be derogatory or critical of, or negative toward) the other party, any Affiliate thereof, its business, or any of its current, future or former directors, officers, executives, management, employees employees, agents, representatives and auditors. View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, "Representatives"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, ...magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, Period or until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, principals, partners, members, officers, key employees, directors or other representatives (collectively, "Representatives") shall have breached this Section 5, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partne...rs, officers, key employees or directors (collectively, "Representatives"), Representatives, shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, podcast or otherwise through the press, media, analysts or other 5 persons or in any document or report filed with the SEC), publicly criticize, attempt to discredit, disparage, impugn, call into disrepute, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any public way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public remark, comment, message, information, declaration, communication or any other public statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate derogatory or impugn, critical of, or negative toward, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), agents, attorneys or representatives, or any of their practices, procedures, businesses, business operations, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, Party), agents or attorneys, or to malign, harm, disparage, defame or damage the reputation or good name of either Party or its subsidiaries or Affiliates, or is derogatory, detrimental, or injurious to the goodwill, reputation or business standing of, either Party, its Affiliates, its subsidiaries and its or their business. The foregoing will not prevent (a) the making of any factual statement in the event that either Party or any of its Representatives is required to make that statement by applicable subpoena, legal process, other legal requirement or the rules of any securities exchange to which it is subject or (b) in addition to the other remedies available in connection with respect any breach of this Agreement, a response by a Party to any litigation, arbitration or breach by the other proceeding between the Parties, nothing in Party of this Section 5. shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.View More
Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, "Representatives"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, ...magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. 4 6. Definitions. For purposes of this Agreement: (a) the terms "Affiliate" and "Associate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms "person" or "persons" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. View More
