Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) and (d) below. (b) The Facility Agent may disclose: (i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and (ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be. (c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be. (d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Liberty Global PLC), Amendment and Restatement Agreement (Liberty Global PLC)
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 10.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent and the Borrower may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its their Affiliates and any of its their or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given, is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Liberty Global PLC), Super Senior Facilities Agreement (Liberty Global PLC)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interestNotifications); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to under Clause 12.5 11.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to under this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court or tribunal of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or under any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep the Cost of Funding of each Funding Rate Lender (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any the Cost of Funding Rate of each Lender (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)5.4; and
(ii) the Cost of Funding of any Funding Rate Lender or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose the Cost of Funding of any Funding Rate Lender or any Reference Bank Quotation, and each the Borrower and each Obligor may disclose the Cost of Funding of any Funding RateLender, to:
(i) any of its Affiliates affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives representatives, if any person to whom the Cost of Funding of that Funding Rate Lender or Reference Bank Quotation is to be given pursuant to this sub-paragraph (ci) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the Cost of Funding of that Funding Rate Lender or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom the Cost of Funding of that Lender or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom the Cost of Funding of that Funding Rate Lender or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 31 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) 5.4 provided that (other than pursuant to sub-paragraph (b)(ii) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Loan Agreement (Capital Product Partners L.P.), Loan Agreement (Capital Product Partners L.P.)
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each the Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Facility Agreement (Polestar Automotive Holding UK PLC), Facility Agreement (Polestar Automotive Holding UK PLC)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 clause 8.7 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Loan Agreement (Hafnia LTD), Loan Agreement (Hafnia LTD)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Obligor agree Lender undertakes to keep each Funding Rate (and, in the case terms of the Facility Agent, each Reference Bank Quotation) Finance Documents confidential and not to disclose it them to anyone, save to the extent permitted by paragraph (b), (c) and (d) below.
(b) The Facility Agent Lender may disclose:
(i) disclose any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more term of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding RateDocuments, to:
(i) any of its Affiliates comprising their activities in connection with the consolidation of any of their investment activity) and any of its or their officers, directors, employees, credit and investment committee members, professional advisers, auditors, auditors and partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation information is to be given pursuant to this paragraph (c(i) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation (including the Bank of Israel) if the person to whom that Funding Rate or Reference Bank Quotation information is to be given is informed in writing of its confidential nature and that it may be price-sensitive information information, except that there shall be no requirement to so inform if the information is provided to any regulatory authority or if, in the reasonable opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may beLender, it is not practicable so to do so in the circumstances;
(iii) to any person (or through) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights or obligations under any Finance Documents or which succeeds (or which may potentially succeed) it as a trustee and, to any of their Affiliates (including any funds under similar management or control and ‘investment basket’ (‘Sxx Hashkaot’) comprising their activities in connection with the consolidation of any of their investment activity), representatives and professional advisers; and
(iiiiv) to any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beBorrowers.
(dc) The Facility Agent’s obligations in this Clause 43 relating Borrowers undertakes to Reference Bank Quotations are without prejudice keep the terms of the Finance Documents confidential and not to its obligations disclose them to make notifications under Clause 12.5 anyone, save for: (Notification of rates of interesti) provided that (other than disclosures permitted pursuant to paragraph paragraphs (b)(i) aboveand (ii) (mutatis mutandis); and (ii) disclosure to any other person with the Facility Agent shall consent of the Lender (not include the details of any individual Reference Bank Quotation as part of any such notificationto be unreasonably withheld).
Appears in 2 contracts
Samples: Credit Agreement (PowerFleet, Inc.), Credit Agreement (Id Systems Inc)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 clause 8.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (cclause 43.1(c)(ii) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price- sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 2 contracts
Samples: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or 104 Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Obligor agree to keep each Funding Rate (and, in the case Each of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Funding Rate or Reference Bank Quotation or Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees, trustees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is otherwise bound by requirements made will be informed of confidentiality in relation the confidential nature of such Information and instructed to it;
keep such Information confidential); (ii) to the extent requested by any person regulatory authority (in which case the Administrative Agent or such Lender, as applicable, shall to whom information is required the extent legally permitted use reasonable efforts to be disclosed in connection with, and for notify the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes Borrower prior to such disclosure) except if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, requested in the opinion course of the Facility Agent routine audits or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstancesreviews by any regulatory (including self-regulatory) authority; and
(iii) to the extent required by applicable Laws or regulations or by any person subpoena or similar legal process (in which case the Administrative Agent or such Lender, as applicable, shall use reasonable efforts to notify the Borrower prior to such disclosure) or in connection with any assignment or pledge permitted under Section 10.06(f); (iv) to any other party to this Agreement; (v) in connection with the consent exercise of the relevant Lender any remedies hereunder or Reference Bank any suit, action or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 proceeding relating to Reference Bank Quotations are without prejudice this Agreement or the enforcement of rights hereunder; (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or participant in, any of its rights or obligations under this Agreement or (B) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to make notifications under Clause 12.5 (Notification any credit derivative transaction relating to obligations of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.the
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)5.4; and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor the Borrowers may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (ci) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) ; any person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details rules of any individual Reference Bank Quotation as part of any such notification.relevant
Appears in 1 contract
Confidentiality and Disclosure. (aA) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (cClause 36.1(B) and (dClause 36.1(C) below.
(bB) The Facility Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interestNotification); and
(ii2) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(cC) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each the Borrower and each Obligor may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (cClause 36.1(C)(1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(3) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Confidentiality and Disclosure. (a) 39.1.1 The Facility Agent, each Borrower and each Obligor agree Agent undertakes to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) Rate confidential and not to disclose it to anyone, save to the extent permitted by (b)paragraphs 39.1.2, (c) 39.1.3 and (d) 39.1.4 below.
(b) 39.1.2 The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, disclose any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bankreference bank, as the case may be.
(c) 39.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(ia) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation Rate is to be given pursuant to this paragraph (c39.1.3(a) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation Rate or is otherwise bound by requirements of confidentiality in relation to it;
(iib) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Reference Bank Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent, as the case may be, it is not practicable to do so in the circumstances;
(c) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation Rate is to be given is informed in writing of its confidential nature and that it may be price-price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorAgent, as the case may be, it is not practicable to do so in the circumstances; and
(iiid) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bankreference bank, as the case may be.
(d) 39.1.4 The Facility Agent’s obligations in this Clause 43 39 relating to Reference Bank Quotations Rates are without prejudice to its obligations to make notifications under Clause 12.5 8.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation Rate as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.5 (Notification of rates of interestNotifications); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each the Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the 1104695.02A-CHISR01A - MSW recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower Parent pursuant to Clause 12.5 clause 11.4 (Notification of rates Rates of interestInterest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional legal advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorObligor , as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 clause 38.3 (Confidentiality and Disclosure) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 clause 11.4 (Notification Notifications of rates Rates of interestInterest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Enstar Group LTD)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:: 1060441.101066947.03-CHISR01A - MSW
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.. 1060441.101066947.03-CHISR01A - MSW
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 clause 10.4 (Notification of rates Rates of interestInterest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional legal advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 clause 38.3 (Confidentiality and Disclosure) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 clause 10.4 (Notification Notifications of rates Rates of interestInterest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Lender and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent Lender may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between acceptable to the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower Lender and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances (including, for avoidance of doubt, to the extent the Funding Rate is required to be part of the public domain by the rules of the relevant stock exchange);
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent Lender or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may beacting reasonably.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Pre Export Financing Agreement (Sigma Lithium Corp)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor the Obligors agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 9.4 (Notification of rates Rates of interestInterest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Atlas Investissement)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any Person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that 1234400.03-CHISR02A - MSW Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower or ObligorLoan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Refinancing Amendment to Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) 38.1.1 The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) Clauses 38.1.2 and (d) 38.1.3 below.
(b) 38.1.2 The Facility Agent may disclose:
(i) 38.1.2.1 any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 10.4 (Notification of rates Rates of interestInterest); and
(ii) 38.1.2.2 any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) 38.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) 38.1.3.1 any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) Clause 38.1.3.1 is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) 38.1.3.2 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
38.1.3.3 any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) 38.1.3.4 any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 10.6 (Notification Notifications of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, (as the case may beapplicable).
(d) The Facility Agent’s 's obligations in this Clause 43 relating to Reference Bank Quotations 39 are without prejudice to its obligations to make notifications under Clause 12.5 10.6 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification).
Appears in 1 contract
Samples: Facility Agreement (Bungeltd)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyoneany person, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower each Obligor pursuant to Clause 12.5 8.4 (Notification of rates Rates of interestInterest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor the Company may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be is no such requirement to so inform the recipient if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there is no requirement to so inform the recipient if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be is no requirement to so inform the recipient if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Facility Agreement (IHS Holding LTD)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each 33.1.1 Each Obligor agree agrees to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) and (d) below33.1.2.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each 33.1.2 Each Obligor may disclose any Funding Rate, to:to –
(i) 33.1.2.1 any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) 33.1.2.1 is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) 33.1.2.2 any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information expect that there shall be no requirement to so inform if, in the opinion of the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
33.1.2.3 any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigationsinvestigation, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) 33.1.2.4 any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Karooooo Ltd.)
Confidentiality and Disclosure. (a) 34.1.1 The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b)paragraphs 34.1.2, (c) 34.1.3 and (d) 34.1.4 below.
(b) 34.1.2 The Facility Agent may disclose:
(i) : i any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interest); and
(ii) and ii any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(c) 34.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each the Borrower and each Obligor may disclose any Funding Rate, to:
(i) : i any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) i is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) ; ii any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; iii any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iii) and iv any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Revolving Facility Agreement
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; andand 1104695.02A-CHISR01A - MSW
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Each Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Each Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)the relevant Facility Agreement; and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the that Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Each Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the that Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother 1066931.03C-CHISR01A - MSW investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Each Obligor agree agrees to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent Lender or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (aA) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (cB) and (dC) below.
(bB) The Facility Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 13.7 (Notification of rates of interest); and
(ii2) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(cC) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(3) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Endava PLC)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the 967770.02F-CHISR1034077.05-CHISR01A - MSW 101 Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.. 972172.01-CHISR01A - MSW
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:: 1117312.02-CHISR02A - MSW
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price sensitive pricesensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this 1117312.02-CHISR02A - MSW Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 11.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Base Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners legal advisers and Representatives auditors if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price sensitive price‑sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price‑sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive price‑sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Base Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 40 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 11.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) 37.1.1 The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) Clauses 37.1.2 and (d) below37.1.3.
(b) 37.1.2 The Facility Agent may disclose:
(ia) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 9.4 (Notification of rates of interest); and
and EXECUTION VERSION (iib) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) 37.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(ia) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ca) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(iib) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(c) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiid) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Sustainability Linked Revolving Credit Facility Agreement (ICL Group Ltd.)
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigations1160381.015-CHISR02A - MSW regulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) The Facility AgentEach of the Administrative Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), each Borrower except that Information may be disclosed (i) to its and each Obligor agree its Affiliates' directors, officers, employees, trustees and agents, including accountants, legal counsel and other advisors (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 each Funding Rate such Information confidential); (andii) to the extent requested by any regulatory (including self-regulatory) authority (in which case such Administrative Agent or such Lender, as applicable, shall use reasonable efforts to notify the Parent Borrower prior to such disclosure); (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (iv) to any other party to this Agreement; (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (vi) subject to an agreement containing provisions substantially the same as those of this SECTION 10.07, to (A) any Eligible Assignee of or participant in, or any prospective Eligible Assignee of or participant in, any of its rights or obligations under this Agreement or (B) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of any Borrower; (vii) with the consent of the Parent Borrower; (viii) to the extent such information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to an Agent or any Lender on a nonconfidential basis from a source other than the Parent Borrower; or (ix) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender's or its Affiliates' investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. For the purposes of this SECTION 10.07, "INFORMATION" means all information received from the Parent Borrower relating to the Parent Borrower or its business, other than any such information that is available to the Administrative Agents or any Lender on a nonconfidential basis prior to disclosure by the Parent Borrower; PROVIDED that, in the case of information received from the Facility AgentParent Borrower after the date hereof, each Reference Bank Quotation) such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this SECTION 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Agent and not to disclose any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it to anyonemay choose, save to and circulate similar promotional materials, after the extent permitted closing of the transactions contemplated by (b)this Agreement in the form of a "tombstone" or otherwise describing the names of the Credit Parties, (c) or any of them, and (d) belowthe amount, type and closing date of such transactions, all at their sole expense.
(b) The Facility Agent may disclose:
(i) Notwithstanding the foregoing or any Funding Rate (but notother contrary provision in this Agreement or any other Senior Finance Documents, for the avoidance parties hereto hereby agree that, from the commencement of doubt, any Reference Bank Quotation) discussions with respect to the relevant Borrower pursuant to Clause 12.5 (Notification Transactions and the Senior Finance Documents, each of rates the parties hereto and each of interest); and
(ii) any Funding Rate or any Reference Bank Quotation their respective employees, representatives and other agents may disclose to any person appointed by it to provide administration services and all Persons, without limitation of any kind, the tax treatment and tax structure (as such terms are used in respect of one or more Sections 6011, 6111 and 6112 of the Code and the Treasury Regulations promulgated thereunder) of the Senior Finance Documents and the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form any of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 parties hereto relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (such tax treatment and tax structure, other than pursuant any information for which nondisclosure is reasonably necessary in order to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notificationcomply with applicable securities laws.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor the Obligors agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 9.4 (Notification of rates Rates of interestInterest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding rate provided by a Lender for purposes of determining the Cost of Funds Rate (andeach such rate notified by a Lender, in the case of the Facility Agent, each Reference Bank Quotationa “Funding Rate”) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) and (d) below.
(b) The Facility Agent may discloseprovided that:
(i) The Administrative Agent may disclose any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotationx) to the relevant Borrower pursuant to Clause 12.5 Section 2.08(h) and (Notification of rates of interest); and
(iiy) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Documents this Agreement to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking as agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.Lender; and
(cii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
and any Loan Party may disclose any Funding Rate, to (iA) any of its Affiliates and any of its or their officersRelated Parties, directors, employees, professional advisers, auditors, partners and Representatives if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (cii) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
; (iiB) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower or Obligorapplicable Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iiiC) any person Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the Person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the applicable Loan Party, as the case may be, it is not practicable to do so in the circumstances; and (D) any Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (ai) The Facility Agent, each Borrower Administrative Agent and each Obligor Loan Party agree to keep each Funding Rate (and, in the case of the Facility Administrative Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(bii) The Facility Administrative Agent may disclose:
(i1) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest)any Loan Party; and
(ii2) any Funding Rate or any Reference Bank Quotation to any person Person appointed by it to provide administration services in respect of one or more of the Finance Loan Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in form and substance reasonably acceptable to the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Administrative Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(ciii) The Facility Administrative Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor Loan Party may disclose any Funding Rate, to:
(i1) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives respective Related Parties if any person Person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph clause (c1) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii2) any person Person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Administrative Agent or the relevant Borrower Loan Party, as the case may be, it is not practicable to do so in the circumstances;
(3) any Person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigations, proceedings or disputes if the Person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Administrative Agent or the relevant Loan Party, as the case may be, it is not practicable to do so in the circumstances; and
(iii4) any person Person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(div) The Facility Administrative Agent’s obligations in this Clause 43 Section 1.09 relating to Reference Bank Quotations are without prejudice to its obligations any obligation it has to make notifications notify the Loan Parties and the Lenders of the determination of a rate of interest under Clause 12.5 (Notification of rates of interest) this Agreement; provided that (other than pursuant to paragraph clause (b)(iii)(1) above) the Facility Administrative Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower and each Each Obligor agree agrees to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives Representatives, if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; 113 (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent Lender or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iii) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Facility Agreement (Seanergy Maritime Holdings Corp.)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.5 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Lender and each Obligor agree to keep each Funding Rate (and, in the case of the Facility AgentLender, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent Lender may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 (Notification of rates of interest); and
(ii) disclose any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent Lender and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(c) The Facility Agent Lender may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent Lender or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Samples: Senior Secured Revolving Loan Facility Agreement (DHT Holdings, Inc.)
Confidentiality and Disclosure. (a) 36.1.1 The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by (b), (c) Clauses 36.1.2 and (d) below36.1.3.
(b) 36.1.2 The Facility Agent may disclose:
(ia) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 8.4 (Notification of rates of interestNotifications); andand Facility Agreement _Powerfleet_ 120
(iib) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Loan Market Association Master Confidentiality Undertaking for Use With Administration/Settlement Administration /Settlement Service Providers Provider or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(c) 36.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank QuotationRate, and each the Borrower and each Obligor may disclose any Funding Rate, to:
(ia) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ca) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(iib) any person to whom information is required or requested to be disclosed in connection withby any court of competent jurisdiction or any governmental, and for the purposes ofbanking, any litigation, arbitration, administrative taxation or other investigationsregulatory authority or similar body, proceedings the rules of any relevant stock exchange or disputes pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower Borrower, as the case may be, it is not practicable to do so in the circumstances;
(c) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or Obligorother investigation, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiid) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference BankLender, as the case may be.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. (a) The Facility Agent, each Agent and the Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (dc) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 9.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent and the Borrower may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, to:
(i) any of its their Affiliates and any of its their or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given, is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the Borrower, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorBorrower, as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
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Samples: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Confidentiality and Disclosure. (a) The Facility Agent, each Borrower Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.5 9.4 (Notification of rates of interest); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Borrower and each Obligor may disclose any Funding Rate, Rate to:
(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (ci) is informed in writing of its confidential nature and that it may be price price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or ObligorObligor , as the case may be, it is not practicable to do so in the circumstances; and
(iiiiv) any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may beLender.
(d) The Facility Agent’s obligations in this Clause 43 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.5 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
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Samples: Term Loan Facility Agreement (KNOT Offshore Partners LP)