Confidential Advice Sample Clauses
The Confidential Advice clause establishes that any advice, recommendations, or guidance provided under the agreement must be treated as confidential by the receiving party. In practice, this means that such advice cannot be disclosed to third parties or used for purposes outside the scope of the agreement without proper authorization. This clause is essential for protecting sensitive business strategies, legal opinions, or proprietary information, ensuring that valuable insights shared between parties remain secure and are not misused or disclosed inappropriately.
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Confidential Advice. Except to the extent legally required (after consultation with, and, in the case of Stifel’s advice, approval (not to be unreasonably withheld) as to form and substance by Stifel and its counsel), none of (i) the name of the Stifel, (ii) any advice rendered by Stifel to the Adviser, or (iii) the terms of this Agreement or any communication from Stifel in connection with the Services performed by Stifel pursuant to this Agreement will be quoted or referred to orally or in writing, or in the case of (ii) and (iii), reproduced or disseminated, by the Adviser or any of its affiliates or any of their agents, without Stifel’s prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)).
Confidential Advice. None of any advice rendered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company or any communication from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with the services performed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents to any third party, without ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) the Company may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Company gives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prompt notice, as reasonably practicable under the circumstances, thereof unless in the reasonable opinion of the Company’s counsel it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld, conditioned or delayed) as to form and substance by, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its counsel, unless in the reasonable opinion of the Company’s counsel it is not legally able to so consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.
Confidential Advice. None of any advice rendered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company or any communication from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with the services performed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents, without ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ prior written consent, except (i) the Company may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Company gives ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prompt notice thereof unless in the opinion of the Company’s counsel it is not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its counsel, unless in the opinion of the Company’s counsel it is not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.
Confidential Advice. Except (a) to the extent legally required (after consultation with, and approval as to form and substance by, UBS and its counsel), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii), reproduced or disseminated, by the Company or any of its affiliates or any of its agents, without UBS’ prior written consent.
Confidential Advice. Except to the extent legally required (after consultation with, and, in the case of UBS’ advice, approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement or any communication from UBS in connection with the services performed by UBS pursuant to this Agreement will be quoted or referred to orally or in writing, or in the case of (ii) and (iii), reproduced or disseminated, by the Company or any of its affiliates or any of their agents, without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)).
Confidential Advice. None of any advice rendered by Morgan Stanley to the Advis▇▇ ▇▇▇ ▇▇▇-▇▇▇isor, as applicable, or any communication from Morgan Stanley in connectio▇ ▇▇▇▇ ▇▇▇ ▇▇▇vices performed by Morgan Stanley pursuant to ▇▇▇▇ ▇g▇▇▇▇▇▇▇ will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Advisor and Sub-Advisor, as applicable, or any of their respective affiliates or any of its agents, without Morgan Stanley's prior writ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ept (i) the Advisor and Sub-Advisor may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request, so long as the Advisor and Sub-Advisor give Morgan Stanley prompt notic▇ ▇▇▇▇e▇▇ ▇▇▇▇ss in the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, Morgan Stanley and its coun▇▇▇, ▇n▇▇▇▇ ▇▇ the opinion of the Advisor's counsel and the Sub-Advisor's counsel they are not legally able so to consult) and (iii) on a confidential need-to-know basis, to the Fund and its officers and directors and their legal counsel, auditors and other advisors. This confidentiality provision will terminate eighteen months from the date first written above.
Confidential Advice. Except to the extent legally required (after consultation with, and approval as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii), reproduced or disseminated, by the Company or any of its affiliates or any of its agents, without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; or (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances.
Confidential Advice. No advice rendered by UBS to the Company or any communication from UBS in connection with the services performed by UBS pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents, without UBS’ prior written consent, except (i) the Company may promptly disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request provided the Company shall give UBS prompt notice thereafter of such request and disclosure if, in the view of Company counsel and regulatory authority, it is legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by UBS and its counsel, unless such consultation is prohibited by law, order or regulation) and (iii) on a confidential need-to-know basis, to the Trust and its officers and trustees and their legal counsel, auditors and other advisers. This confidentiality provision will terminate thirty-six (36) months from the date first written above.
Confidential Advice. Except to the extent required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii) (but excluding communications from UBS), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents), without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; (C) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents); or (D) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisers. Notwithstanding the foregoing paragraph, the information covered by each of clause (i), (ii) and (iii) above will not be considered material, non-public information for purposes of Regulation FD or the...
Confidential Advice. Except to the extent required by law, judicial process or applicable regulation (after consultation with, and, in the case of Stifel’s advice, approval (not to be unreasonably withheld) as to form and substance by Stifel and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of Stifel, (ii) any advice rendered by Stifel to the Adviser, or(iii) the terms of this Agreement or any communication from Stifel in connection with the services performed by Stifel pursuant to this Agreement will be quoted or referred to orally or in writing, or in the case of (ii) and (iii), reproduced or disseminated, by the Adviser or any of its affiliates or any of their agents, without Stifel’s prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)).