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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document
 


14.16 Confidentiality. Except as provided in this Section 14.16 or as may be otherwise agreed by Seller and Purchaser in writing, neither Seller nor Purchaser will issue any press release, or make any other announcement or statement to any news media, of any Confidential Information (defined below) regarding the other, and each party shall instruct their brokers and consultants not to issue or make any such press release, announcement or statement. The parties agree to keep confidential and not disclose Confidential Information to third parties (other than affiliates and third parties that need to know such information for purposes directly related to this Agreement and that agree to the confidentiality obligations described in this Section 14.16 with respect to this information). As used herein, “Confidential Information” means (a) with respect to Purchaser, any non-public information about the existence, parties and terms and conditions of this Agreement, together with any non-public information about Purchaser, any Purchaser affiliate, or the business of any of them, that is acquired by Seller as a result of the negotiation, execution, administration or existence of this Agreement; and (b) with respect to Seller, any non-public information about the existence, parties and terms and conditions of this Agreement, together with any non-public information about Seller’s business that is acquired by Purchaser from Seller or Seller’s agents, employees or contractors as a result of the negotiation, execution or existence of this Agreement. Notwithstanding anything herein to the contrary, (y) each of Seller and Purchaser shall have the right to make such disclosures as may be required by securities or other laws, provided that prior to disclosing any Confidential Information as required by law, the party required to so disclose shall provide the other party with reasonable advance written notice of the required disclosure, including the Confidential Information that is to be disclosed and a description of a law that requires such disclosure to be made, and (z) except for the Effective Date Disclosure and the Closing Date Statement (each as defined below), or as may be otherwise agreed by Seller and Purchaser in writing, neither Seller nor Purchaser will issue any press release regarding the other party or its affiliates, whether or not such reference is public information or Confidential Information, and each party shall instruct their brokers and consultants not to issue any such press release.

Upon the Effective Date, Seller shall have the right to make limited disclosures regarding the sale of the Property in accordance with the provisions of Exhibit I attached hereto (the “Effective Date Disclosure”). Information contained in such Effective Date Statement shall thereafter be public information. Upon the Closing Date, Purchaser and Seller shall release a public statement announcing that the sale has closed in accordance with the provisions of Exhibit K attached hereto (the “Closing Date Statement”). Information contained in such Closing Date Statement shall thereafter be public information. The provisions of this Section 14.16 shall survive Closing or other termination of this Agreement.

14.17 No Merger. The obligations, representations, warranties that expressly survive Closing, and the remedies for breach thereof herein contained in this Agreement, shall not merge with transfer of title but shall remain in effect until fulfilled.

 

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