Common use of Confidentiality and Disclosure of Information Clause in Contracts

Confidentiality and Disclosure of Information. The Lender hereby agrees to (a) treat confidentially and as proprietary information of the Loan Parties all Information (as defined below), and (b) not disclose such Information except: (i) to the extent required by applicable Law or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effect.

Confidentiality and Disclosure of Information. The Lender hereby agrees In the course of Employee's employment hereunder, Employee will receive, contribute to (a) treat confidentially and as proprietary information of the Loan Parties all production of, become privy to the Company's Confidential Information (as defined belowhereinafter defined). Employee further understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information by Employee will cause irreparable harm to the Company, for which remedies at law will not be adequate. Employee agrees that during and in perpetuity after Employee’s employment by Company, Employee shall (bi) hold in confidence and treat all Confidential Information as strictly confidential; (ii) not disclose directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever, except as required in the good faith performance of Employee’s duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of the Company, except as required in the good faith performance of Employee’s duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information exceptas may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. To the extent permitted by applicable law, Employee shall promptly provide written notice of any such order to an authorized officer of the Company after receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion. Employee agrees that during Employee’s employment by Company and in perpetuity thereafter, Employee shall hold in confidence and shall not directly or indirectly reveal report, publish, copy, duplicate, disclose, transfer or otherwise misappropriate any Confidential Information to any person or entity, or utilize such Confidential Information for any purpose, except within the course of Employee’s employment with Company. All notes, data, reference materials, sketches, drawings, memoranda, documentation and records in any form or media in any way incorporating or reflecting any Confidential Information of Company shall belong exclusively to Company. Upon termination of his employment for any reason, or at any time Company may request prior thereto, Employee shall immediately surrender and turn over to Company any of Company’s property whatsoever and all Confidential Information of Company, whether the same be in writing, print, copy, audio or video tape, computer program or disc, picture, or any other medium whatsoever, and whether appearing in original documents, summaries, excerpts, abstracts or other formats, and shall provide Company with all information necessary to access and use said Confidential Information. Employee shall have no right to retain any originals or copies of the foregoing for any reason whatsoever after termination of his employment hereunder without the express prior written consent of Company and, upon termination, Employee shall certify in writing that he no longer possesses and has not distributed or retained any Confidential Information of Company or any of Company’s property whatsoever. Notwithstanding the terms of this Agreement, the obligation of Employee to protect the confidentiality of any Confidential Information shall terminate as to any information or materials which: (i) are, or become, public knowledge through no act or failure to act of Employee in violation of Employee’s obligations to the extent required by applicable Law or by any subpoena or similar legal process, Company; (ii) to a Related Party, it being understood that are publicly disclosed by the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by Employee from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, same; (iv) in connection with any audit are independently developed by an independent public accountant of the Lender, provided such auditor thereto agrees Employee from sources or through persons that Employee can demonstrate had no access to be bound by the provisions of this Section 10.14, Confidential Information; or (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required are lawfully known by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified Employee at the time of delivery disclosure other than by reason of discussions with or disclosures by Company. Employee’s confidentiality obligations set forth herein shall not be interpreted or applied in a manner that would conflict with Employee’s rights, if any, under the NLRA, as confidential. Notwithstanding anything to the contrary defined and further described in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effect9 below.

Confidentiality and Disclosure of Information. The Lender hereby agrees to (a) treat confidentially and as proprietary information of the Loan Parties all Information (as defined below), and (b) not disclose such Information except: (i) to the extent required by applicable Law or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates and to any of its partners, directors, officers, employees, agents, trustees, advisors and representatives or to any other Persons as the Lender shall deem advisable for the conduct of its business (collectively, the “Related Parties”). The obligations of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effect.

Confidentiality and Disclosure of Information. The Lender hereby This agreement is confidential. Subject to the remainder of this Clause 8, the each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of any information contained in this agreement, the existence of this agreement or the existence or progress of discussions in relation to this agreement and/or the subscription by the Investor for the Subscription Shares (aall such information being “Confidential Information”) treat confidentially and as proprietary but excluding any information which: is in or comes into the public domain (otherwise than through the wrongful disclosure of the Loan Parties all Information (as defined belowrelevant party); or it is required to disclose by law, and (b) not disclose such Information except: (i) to the extent required by applicable Law any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors rules of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination body or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees securities exchange. Each party may disclose Confidential Information to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates professional advisers and to any of its partners, directors, officers, employees, agents, trustees, advisors consultants and representatives or agents who need access to such information for the purposes of negotiating and completing this agreement and the subscription by the Investor for the Subscription Shares. The authority to disclose Confidential Information in Clause 8.2 shall also extend to any other Persons disclosures of Confidential Information which the relevant party is required to make by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the rules or regulations of any such body or securities exchange. Other than where the Confidential Information is disclosed as required by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the Lender shall deem advisable for the conduct rules of its business (collectivelyany such body or securities exchange, the “Related Parties”relevant party shall ensure that any person to which it discloses Confidential Information is made aware of the obligations of confidentiality contained in Clause 8.1 and complies with that Clause as if binding on it directly. The Investor acknowledges that it must not trade any of the securities of the Company unless and until such time as (i) the proposed allotment of the Subscription Shares at the Subscription Price to the Investor has been publicly announced by the Company or (ii) the Longstop Date if, by that time, the Condition has not been fulfilled (whichever is earlier). The obligations Provided that Admission occurs, the Company shall subsequently publicly announce the allotment of the parties hereto under this Section 10.14 shall survive for one (1) calendar year following Subscription Shares to the termination of this Agreement, at which time such obligations shall automatically terminate and be of no further force and effectInvestor promptly after Admission.

Confidentiality and Disclosure of Information. The Lender hereby This agreement is confidential. Subject to the remainder of this Clause 8, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of any information contained in this agreement, the existence of this agreement or the existence or progress of discussions in relation to this agreement and/or the subscription by the Investor for the Subscription Shares and/or the Placing and the Subscription (aall such information being “Confidential Information”) treat confidentially and as proprietary but excluding any information which: is in or comes into the public domain (otherwise than through the wrongful disclosure of the Loan Parties all Information (as defined belowrelevant party); or it is required to disclose by law, and (b) not disclose such Information except: (i) to the extent required by applicable Law any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by any subpoena or similar legal process, (ii) to a Related Party, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (iii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority), including without limitation, to examiners or auditors rules of any applicable Governmental Authority which examines such Person’s books and records while conducting such examination body or audit or in connection with maintaining compliance with Lender’s internal policies regarding audit access and document retention, (iv) in connection with any audit by an independent public accountant of the Lender, provided such auditor thereto agrees securities exchange. Each party may disclose Confidential Information to be bound by the provisions of this Section 10.14, (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section 10.14, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement, (vi) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) to the extent required by any internal policy of the Lender relating to audit access or document retention, or (viii) with the consent of the Borrower. As used herein, “Information” means all records and other information regarding the Loan Parties’ portfolio holdings furnished by the Loan Parties or their representatives, in each case other than any such records or information which are publicly available (through no wrongful act of the Lender or any of its employees, agents or representatives) or are otherwise available to the Lender or any Related Party on a public or non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the Closing Date, such information is clearly identified at the time of delivery as confidential. Notwithstanding anything to the contrary in this Section 10.14, the Lender may disclose information relating to any Loan Party and its Subsidiaries or any of their respective businesses, including information regarding the financial condition and property, and the amount of Debt owed to the Lender and the terms, conditions and other provisions applicable thereto to its Affiliates professional advisers and to any of its partners, directors, officers, employees, agents, trustees, advisors consultants and representatives or agents who need access to such information for the purposes of negotiating and completing this agreement and the subscription by the Investor for the Subscription Shares. The authority to disclose Confidential Information in Clause 8.2 shall also extend to any other Persons disclosures of Confidential Information which the relevant party is required to make by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the rules or regulations of any such body or securities exchange. Other than where the Confidential Information is disclosed as required by law, by any court of competent jurisdiction or competent regulatory, governmental, judicial or supervisory body or securities exchange in any relevant jurisdiction or by the Lender shall deem advisable for the conduct rules of its business (collectivelyany such body or securities exchange, the “Related Parties”)relevant party shall ensure that any person to which it discloses Confidential Information is made aware of the obligations of confidentiality contained in Clause 8.1 and complies with that Clause as if binding on it directly. The obligations Investor acknowledges that it must not trade any of the parties hereto under this Section 10.14 shall survive for one securities of the Company unless and until such time as (1i) calendar year following the termination proposed allotment of this Agreementthe New Ordinary Shares pursuant to the Placing and the Subscription has been publicly announced by the Company or (ii) the Longstop Date if, at which time such obligations shall automatically terminate and be of no further force and effectby that time, the Conditions have not been fulfilled (whichever is earlier).