Mutual Non-Disparagement Clause Example with 8 Variations from Business Contracts

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 No party hereto shall, nor and no party shall it permit any of its Representatives to make to, publicly disparage or publicly criticize any public statement about the other party, the other party's current party or former directors in their capacity as such, officers its subsidiaries, its or employees (including with respect to such persons' service at the other party), the other party's subsidiaries, or... the its subsidiaries' business of the other party's subsidiaries or any of its or its subsidiaries' current or former 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 6 shall not (x) (i) apply (i) (A) 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, required; or (ii) (B) 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) (ii) prohibit any party person from reporting what it reasonably believes, after consultation with outside counsel, to be possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F 2F promulgated thereunder. Notwithstanding anything to the contrary in this Agreement, the Stockholders will not be in violation of this Agreement if they privately disclose how they intend to vote their shares of Common Stock at any Stockholder Meeting. 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 to, without the written consent of the other party, make any public or private statement about that constitutes, or would reasonably be expected to constitute, an ad hominem attack on or otherwise disparages the other party, the other party's current or former directors in their capacity as such, such (including any director who was serving i...mmediately prior to this Agreement), 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 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, 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 required by applicable law, rules or regulations, with respect to each of (i) and (ii), to the extent that such party reasonably believes, after consultation with outside legal counsel, to be that such disclosure is legally required by applicable law, rules required; or regulations; or (y) (b) 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, (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, (c) the exercise of statutory appraisal rights and (d) enforcing such party's rights as a stockholder of the Company (other than initiating a stockholder derivative demand); 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 request 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. 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. Prior to the Termination Date, without the prior written consent of the other party, neither No party hereto shall, nor and no party shall it permit any of its Representatives to 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 any other party's current or former directors in their capacity as such, officers directors, officers, partners 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 or former directors, officers officers, partners or employees, including the business and current or former directors, officers officers, partners 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) (i) apply (i) (A) 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) (B) 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) (ii) prohibit any party person from reporting what it reasonably believes, after consultation with outside counsel, to be possible 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, without the prior written consent of the other party, neither each party shall, nor hereby covenants and agrees that it shall it not, and shall not permit any of its Representatives to make any public statement about that undermines, disparages or otherwise reflects detrimentally on 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 directors, 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) 4 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. For purposes of clarification, this Section 4 shall not prohibit the Investor Group from communicating (A) with its attorneys, accountants, or financial advisors and the Investor Group's investors in a manner that (I) is consistent with ordinary course communications with investors, (II) is not intended to result in a public dissemination, (III) does not otherwise violate any applicable laws, and (IV) is objective, factual, truthful and accurate. For purposes of this Section 4, the term "party" shall refer to the Company or the Investor Group, as applicable. 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, no party shall permit any of its Representatives 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 wa...s 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 5 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 Section 5 if such statement by the other party was made in breach of this Agreement. View More