Mutual Non-Disparagement Clause Example with 8 Variations from Business Contracts
This page contains Mutual Non-Disparagement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Mutual Non-Disparagement" Clause from Business Contracts
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 4, each MDB 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, 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, 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 such MDB Party's role as or employment in a broker-dealer or as 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 MDB 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. MDB Party. 2 (c) Notwithstanding the foregoing, nothing 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, (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, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections Section 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 Section 3(a) and 3(b), 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 Party of the Investor Group Parties agrees that, that during the Standstill Period, neither it nor any of its Representatives (as defined below) controlled Affiliates shall, and it shall cause each of its Representatives controlled Affiliates to not, directly or indirectly, not to, 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 fo...regoing), any remark, comment, message, information, declaration, communication, or other statement of any kind (including, but not limited to, (including through the use of any social or professional networking websites and/or blogs), blogs) in any public forum, or knowingly and privately to any investor in the Company, whether verbal, in writing, electronically transferred, or otherwise, that might would 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 Company or any of its current directors or former Representatives, officers, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (b) The Corporation hereby Company agrees that, that during the Standstill Period, neither it nor any of its Representatives controlled Affiliates shall, and it shall cause each of its Representatives controlled Affiliates 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, (including through the use of any social or professional networking websites and/or blogs), blogs) in any public forum, or knowingly and privately to any investor in the Company or any source of capital to any of the Investor Group Parties, whether verbal, in writing, electronically transferred, or otherwise, that might would 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 of the Investor Group Parties or any of their respective current or former Representatives, Affiliates, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (c) Notwithstanding the foregoing, anything contained herein, 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, laws, or as requested by a regulator (including to comply with any subpoena or other legal process from any Governmental Authority (as defined below) with competent jurisdiction over the relevant Party hereto) 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 regulations, or disclosure as otherwise required under the federal securities laws by interrogatory, subpoena, civil investigatory demand or other applicable laws legal process relating to any legal proceeding, investigation, or stock exchange regulations that would otherwise be prohibited by hearing. For the provisions purposes of this Section 3, Agreement, "Governmental Authority" means any supranational, national, federal, state, county, municipal, local, foreign, or transnational governmental, competition or regulatory authority, court, administrative agency or commission, arbitral tribunal, agency, or other political subdivision thereof, and reasonably consider any comments entity exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of such other Party. or pertaining to government. 5 (d) The limitations set forth in Sections 3(a) and 3(b) this Section shall not prevent any Party from responding to any public statement, or private statement to any investor in the Company or any source of capital to any of the Investor Group Parties, as applicable, made by the other Party of the nature described in Sections 3(a) and 3(b), this Section, 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. (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 Subject to Section 7, each Norris 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, make, express, transmit, speak, write, verbalize, write 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, oral, 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, disparages, defames or impugn damages the reputation or good name of the Corporation Wrap or any of its current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, products or advertisements. services. (b) The Corporation Wrap 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, make, express, transmit, speak, write, verbalize, write 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, oral, 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, disparages, defames or impugn damages the reputation or good name of any Driver Norris Party or any of their respective current or former its Representatives, or any of their respective its businesses, products, services, actions, writings, policies, practices, procedures, products or advertisements. services. (c) Notwithstanding the foregoing, nothing in this Section 3 5 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 under stock exchange regulations or other applicable regulations that would otherwise be prohibited by the provisions of this Section 3, 5, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 3(a) 5(a) and 3(b) 5(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) 5(a) and 3(b), 5(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 agrees that, during from the Standstill Period, Effective Date until the Termination Date (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, 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 foregoi...ng), any remark, comment, message, information, declaration, communication, or other statement of any kind (including, but not limited to, (including 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 First United or any of its current or former Representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. 3 (b) The Corporation First United 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, (including 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, (including 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 10 of this Agreement. 4 4. Voluntary Dismissal of the Litigation. In consideration of the terms set forth in this Agreement, including but not limited to the releases set forth in Section 6: (a) First United shall voluntarily dismiss the Declaratory Relief Action in its entirety with prejudice. (b) Driver Partners shall voluntarily dismiss the Driver Litigation and the Driver Proxy Litigation in their entireties and with prejudice as to all defendants. (c) The Parties will file their respective dismissal requests (the "Dismissals") with the relevant courts within two (2) business days of April 16, 2021. (d) The Dismissals will provide that each Party shall bear its own costs, and will include no admission of any factual or legal matter concerning any issue in the Litigation or in the Driver Parties' involvement with First United, or of any liability one to the other. Without limiting the generality of this non-admission, nothing in this Agreement shall constitute an admission or concession by any Party concerning the scope or reach (or lack thereof) of the Maryland Stock Acquisition Statute. View More
Mutual Non-Disparagement. (a) Each Driver Party of the Lazar Parties and the Director Nominees 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 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 (including through the use of any social or professional networking websites and/or blogs) in any public forum, 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 Company or any of its representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. (b) The Company hereby agrees that, during the Standstill Period, neither it nor any of its Representatives (as defined below) representatives shall, and it shall cause each of its Representatives 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, (including 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, blogs) 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), public forum, 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 of the Lazar Parties and the Director Nominees or any of their respective current or former Representatives, representatives, or any of their respective businesses, products, services, actions, writings, policies, practices, procedures, or advertisements. 10 (c) Notwithstanding the foregoing, anything contained herein, nothing in this Section 3 section or elsewhere in this Settlement Agreement shall prohibit any Party from making any statement or disclosure required under the federal or State of Israel 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 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) two business days prior to making any such public statement or public disclosure required under the federal or State of Israel securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 3, section, and reasonably consider any comments of such other Party. (d) The limitations set forth in Sections 3(a) and 3(b) section 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), herein, if such statement by the other Party was made in breach of this Settlement Agreement, and any such response shall not be deemed to be a breach of this Settlement 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
