Sample Share Purchase And Share Holder Agreement Page 30

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was provided in writing or orally or whether the written embodiment of the Confidential
Information has been marked as confidential.
12.3
Nothing contained hereinabove shall apply to any disclosure of Confidential
Information if:
(a)
Such disclosure is required by law or requested by any statutory or regulatory or
judicial/quasi-judicial authority or recognized self-regulating organization or other
recognized investment exchange having jurisdiction over the Strategic Partner and the
Principals ; or
(b)
Such disclosure is required in connection with any litigation affecting a Strategic
Partner or the Principals; or
(c)
Such information has entered the public domain other than by a breach of the
Agreement.
12.4
The confidentiality obligations shall survive the expiry of this Agreement and is
legally binding on the Strategic Partner and the Principal(s) and shall be in full force and
effect for the time period specified in Clause 12.1.
ARTICLE – 13
MISCELLANEOUS
13.1
Public Notices: All public notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly planned and
coordinated by Government and the Strategic Partner and no Party shall act unilaterally
in this regard without the prior approval of the other Parties, such approval shall not to be
unreasonably withheld, except:
(a)
in the case of Government for communications made in confidence to
Government’s employees affected by such transactions; or
(b)
where required to do so by Law in circumstances where prior consultation with
the other Parties is not practicable.
13.2
Expenses: Each of the Parties shall pay their respective legal, accounting, and
other professional advisory and other fees, costs and expenses incurred in connection
with the purchase and sale of the Transaction Shares and the preparation, execution and
delivery of this Agreement and all documents and instruments executed pursuant to this
Agreement. In particular, it is agreed that the stamp duty payable on the transfer of the
Transaction Shares (in the event the Transaction Shares are not transferred in the
dematerialised form) and the stamp duty on this Agreement shall be paid by the Strategic
Partner and such expenses shall not constitute an obligation of the Company or the
Government.

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