Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to: (a) the Information Agent who is authorised to disclose the Redacted Version to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditors; (b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and (c) to any Government Authority (including the United States Trustee), rating agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to the extent such disclosure is required in order to implement the Restructuring. 16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group. 16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time: (a) the aggregate number of Consenting Creditors and the Aggregate Percentage; (b) the aggregate Backstop Claims of all Backstop Parties; (c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and (d) any information that is, was or becomes available to the public other than as a result of a disclosure by them in violation of this Agreement. 16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 6 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement, Restructuring Support Agreement
Confidentiality and Disclosure. 16.1 All Parties agree 7.1 The Lender shall keep confidential any information supplied to it by or on behalf of the Redacted Version being publicly disclosed includingBorrower in connection with the Loan Documents. However, without limitation, tothe Lender is entitled to disclose information:
(a) the Information Agent who which is authorised to disclose the Redacted Version to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditorspublicly available;
(b) in connection with any legal, quasi-legal, judicial, administrative, or arbitration proceedings;
(c) if required to do so under any prevailing Law, including, but not limited to any regulation issued by the RBI and/or NHB applicable to Housing Finance Companies in India or such other laws as maybe prevailing from time to time;
(d) to a governmental, taxation or other regulatory authority;
(e) to its professional advisors, auditors;
(f) to any actual or potential assignee or transferee or to any person, who may otherwise enter into contractual relations with the Lender in relation to this Agreement or with the Borrower for any financial assistance;
(g) as detailed in the provisions contained in Clauses 7.2 to 7.9 hereunder; and/or
(h) with the consent of the Borrower.
7.2 The Borrower agrees and understands that as a pre-condition relating to the Notes Trustee grant of the Loan to the Borrower, the Lender requires the Borrower’s consent for the disclosure by the Lender of information and Club data relating to the Borrower, of the Loan Agent availed of/ to be availed by the Borrower, obligations assured/ to be assured by the Borrower in relation thereto, default, if any, committed by the Borrower in discharge thereof and in such any other appropriate media so as information made available by the Borrower to provide notice the Lender. The Borrower further declares that the information and data furnished by the Borrower to the Lender is true and correct.
7.3 Accordingly, the Borrower agrees and gives consent for the disclosure by the Lender, if required under the Applicable Law, of all Senior Creditors, including via or any such
(a) information and data relating to the Clearing SystemsBorrower;
(b) the information or data relating to Loan availed of/to be availed by the Borrower; and
(c) default, if any, committed by the Borrower in discharge of such obligation as the Lender may deem appropriate and necessary to disclose and furnish to Credit Information Bureau of India Limited('CIBIL') and any Government Authority (including other agency authorised in this behalf by RBI and/or NHB and /or under Applicable Law.
7.4 In the United States Trustee)event of the Borrower committing a default in the repayment of Outstanding Dues on the Due Dates, rating agencythe Lender shall have an unqualified right to disclose the name of the Borrower to RBI and/or NHB, CIBIL and any of other agency authorised in this behalf by RBI and/or NHB and /or under Applicable Law. The Borrower gives its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), consent to the Lender and/or RBI and/or NHB and/ or its financiers or to its employeesCIBIL and/or any other agency authorized under Applicable Law, to publish their name as defaulters in such manner and through such medium as the extent such disclosure is required Lender/ RBI/NHB /CIBIL and/or any other agency authorized under Applicable Law in order to implement the Restructuringtheir absolute discretion, may think fit.
16.2 7.5 The Information Agent may disclose all information it receives aforesaid right shall be available to the legal Lender in addition to and financial advisors to not in derogation of any other rights available under the Ad Hoc GroupAgreement.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent 7.6 Xxxxxxxx further agrees and the advisors to the Ad Hoc Group may disclose, at any timeunderstands that:
(a) CIBIL and any other agency so authorized may use and/or process the aggregate number of Consenting Creditors said information and data disclosed by the Aggregate Percentage;Lender in the manner as deemed fit by them; and
(b) CIBIL and any other agency so authorised may furnish for consideration the aggregate Backstop Claims of processed information and data or products thereof prepared by them, to the Lender/financial institutions and other credit grantors or registered users, as may be specified by RBI and/or NHB in this behalf
7.7 The Borrower agrees and understands that the Lender may also disclose any information/documents relating to the Borrower to any third party including Xxxxxx’s Affiliates for promotional purposes or any other purpose as Lender may deem fit.
7.8 The Borrower hereby agrees and confirms that Lender shall, as it may deem appropriate and necessary, be entitled to disclose all Backstop Parties;
or any: (a) information and data relating to the Borrower; (b) information or data relating to the Loan or any other financial facility(ies) availed / to be availed by the Borrower from Lender; (c) information regarding obligations assumed / to be assumed by the identity of any Consenting Creditor or its Supporting Claims Borrower in relation to the extent such disclosure is required by a court of competent jurisdictionLoan; and
(d) default, if any, committed by the Borrower in discharge of any information that isof the aforesaid obligations, was or becomes available to the public other than as a result of a disclosure by them in violation of this Agreementany Information Utility.
16.4 This Clause 16 (Confidentiality 7.9 The Borrower, xxxxxx agrees that in case the Information Utility seeks any consent with respect to disclosure of the appropriate details, it shall provide its consent not later than 7 days from the date on which such consent is sought. In case such consent is not forthcoming, the Information Utility shall have every right to treat such a consent being accorded by the Borrower to disseminate such information as appropriate disclosures. The Borrower expressly agrees and Disclosure) shall remain undertakes that, it waives its right to take any defense on the ground of consent not being accorded in full force any proceedings. The Borrower hereby agrees and effect notwithstanding undertakes to Indemnify the termination Lender, the Information Utility, its officers, Directors, employees, on account of this Agreementany losses, damages that may be incurred on account of any such action on its part.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to:
(a) Each of the Information Administrative Agent who is authorised and the Lenders agrees to disclose maintain the Redacted Version to persons who provide evidence (to the satisfaction confidentiality of the Information Agent(as defined below), except that 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 they are Senior Creditors;
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (bii) to the Notes Trustee and Club Loan extent requested by any regulatory authority (in which case the Administrative Agent and in or such other appropriate media so Lender, as applicable, shall use reasonable efforts to provide notice notify the “Borrower prior to all Senior Creditors, including via such disclosure); (iii) to the Clearing Systemsextent required by applicable Laws or regulations or by any subpoena or similar legal process; and
(civ) to any Government Authority other party to this Agreement; (including v) in connection with the United States Trustee)exercise of any remedies hereunder or any suit, rating agencyaction 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 consultants and advisors advisor) to any credit derivative transaction relating to obligations of the Borrower; (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, vii) with the consent of the Borrower; (viii) to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(aA) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes publicly available to the public other than as a result of a breach of this Section 10.07 or (B) becomes available to an Agent or any Lender on a nonconfidential basis from a source other than the 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 Borrower or any of its Affiliates relating to the Borrower or any of its Affiliates or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by them the Borrower or any of its Affiliates; provided that, in violation the case of information received from the Borrower after the date hereof, 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 AgreementSection 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 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 may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Credit Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Hillman Companies Inc), Credit Agreement (Hillman Companies Inc)
Confidentiality and Disclosure. 16.1 All Parties 7.1 The whole of this section 7 shall survive the termination for any reason of this Agreement. Until published in a patent or patent application, the parties agree not to disclose and to maintain in confidence the Project Intellectual Property and any improvements. The Inventor shall advise the University in writing at least ninety (90) days in advance of any proposed disclosure relating to the Redacted Version being publicly disclosed includingProject Intellectual Property or improvements. If, at its sole discretion, the University determines that such a proposed disclosure may adversely affect the patentability or protection by any other means of the Project Intellectual Property or improvements, the University reserves the right to require that the Inventors delay such proposed disclosure for a period not to exceed six (6) months.
7.2 Confidential information includes all of the following: all material, including any text, letter, memorandum, sound recording, videotape, film, photograph, chart, graph, map, survey, diagram, model, sketch, book, technical data, research documentation and generally any information relating to the Project Intellectual Property that is recorded or stored by means of any device (the “Confidential Information”).
7.3 The parties promise:
a) to maintain the secrecy and confidentiality of the Confidential Information;
b) not to disclose any Confidential Information to a third party, except where the disclosing party has entered into a written agreement with such third party which binds the third party to obligations of confidentiality and restricted use which are no less onerous than those imposed upon the parties hereunder before any such disclosure;
c) not to use any Confidential Information for any purposes other than the purposes of this Agreement;
d) only to disclose the confidential information to their employees, work colleagues and assistants (together, “Representatives”): (i) who have a need to know the information for academic purposes and (ii) who have been informed of the confidential nature of the Confidential Information. The receiving parties warrant that they will take reasonable steps to prevent the Representatives from acting in a manner inconsistent with the terms of this Agreement.
7.4 The obligations of confidentiality set out above do not apply to information that:
a) has been published or has otherwise entered the public domain without limitation, a breach of this Agreement;
b) is obtained from a third party who has no obligation of confidentiality; or
c) is independently developed or obtained by the receiving party without breach of this Agreement.
7.5 It is not a breach of this Agreement to:
(a) the disclose Confidential Information Agent who is authorised required to disclose the Redacted Version to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditors;be disclosed by law or judicial process or governmental authorities; or
(b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) to any Government Authority (including the United States Trustee), rating agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to the extent such disclosure disclose Confidential Information that is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without disclosed with the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes available to the public other than as a result of a disclosure by them in violation parties of this Agreement.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 2 contracts
Samples: University Led Commercialization Agreement, University Led Commercialization Agreement
Confidentiality and Disclosure. 16.1 17.1 Notwithstanding anything to the contrary herein, the Information Agent shall treat the existence and contents of the Accession Letter, the Participating Debt Notice and/or the Transfer Notice, and the specific number and/or amount of Existing Debt Instruments each Participating Creditor directly or indirectly holds with utmost confidence and shall not disclose any of the foregoing to any person without the relevant Participating Creditor’s prior written consent (save where required by any applicable laws, rules and regulations), provided that the Information Agent may disclose such information in accordance with Clauses 5.6(e) and 5.6(f).
17.2 All Parties agree to the Redacted Public Version of this Agreement and/or the aggregate principal amount of Existing Debt Instruments held by all Participating Creditors and/or the Aggregate Percentage at the relevant time based on the Participating Debt Notices provided to the Information Agent and/or the Restructuring Companies (as applicable) being publicly or privately disclosed includingby any Party to any person, including (but not limited to) (i) by transmission to holders of the Existing Debt Instruments through the Clearing Systems; and (ii) any potential transferee of any Existing Debt Instruments by a Participating Creditor as potential transferor. Save as provided in Clause 17.3, none of the Information Agent, the Restructuring Companies or any of their Affiliates may, without limitationthe prior written consent of the relevant Participating Creditor, to:disclose the identity of any Participating Creditor or the specific number and/or amount of Existing Debt Instruments it directly or indirectly holds to any other person.
17.3 Notwithstanding anything to the contrary herein, any Party may disclose the execution version of this Agreement (and any Accession Letters and the details contained therein):
(a) the Information Agent who is authorised to disclose the Redacted Version to persons who provide evidence (to the satisfaction of trustee for the Information Agent) that they are Senior CreditorsExisting Debt Instruments;
(b) to any relevant Court as part of the Notes Trustee and Club Loan Agent evidence to be submitted in respect of any Restructuring Process and in such other appropriate media so as support of any application to provide notice to all Senior Creditors, including via the Clearing Systems; andcourts of any jurisdiction for recognition of any Restructuring Process;
(c) to the relevant courts of any Government Authority appropriate jurisdiction(s) for the purposes of obtaining cross-border recognition and relief in connection with any Restructuring Process (including if applicable) and to the United States Trustee), rating agencyparties directly involved in the application of such proceedings;
(d) to any Governmental Agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors advisers and auditors), or its financiers financers or to its employees, to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(be) to its auditors, in connection with the aggregate Backstop Claims preparation of all Backstop Partiesits statutory accounts;
(cf) information regarding in the identity case of any Consenting a Participating Creditor only, to its and/or its manager or investment manager’s or investment advisers’ Affiliates and to its Supporting Claims professional advisers solely in connection with their capacity as professional adviser to the Participating Creditors in connection with the Restructuring;
(g) to the extent such disclosure is required or compelled by a court of competent jurisdictionapplicable law, rule or regulation; andand/or
(dh) any to the extent that the disclosure contains only information that is, was or becomes available to the public other than as a result of a disclosure by them in violation of this Agreement.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement
Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to:
(a) the Information The Administrative Agent who is authorised agrees to keep each Reference Bank Quotation confidential and not to disclose the Redacted Version it to persons who provide evidence (anyone, save to the satisfaction of the Information Agentextent permitted by paragraphs (a) that they are Senior Creditors;and (b) below.
(b) The Administrative Agent may disclose any Reference Bank Quotation to the Notes Trustee and Club Loan Agent and in such other appropriate media so as any person appointed by it to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) to any Government Authority (including the United States Trustee), rating agency, any administration services in respect of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, this Agreement to the extent necessary to enable such disclosure service provider to provide those services if the service provider to whom that information is required to be given has entered into a confidentiality agreement substantially in order to implement the Restructuring.
16.2 The Information form of the loan market association (“LMA”) Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Administrative Agent may disclose all information it receives to and the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Partyrelevant Reference Bank, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) The Administrative Agent may disclose any Reference Bank Quotation 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 Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information regarding except that there shall be no such requirement to so inform if the identity recipient is subject to professional obligations to maintain the confidentiality of that Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any Consenting Creditor or its Supporting Claims person to the extent such disclosure whom information is required or requested to be disclosed by a any court of competent jurisdictionjurisdiction 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 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 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 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 it is not practicable to do so in the circumstances; and
(div) any information that is, was or becomes available to person with the public other than as a result consent of a disclosure by them in violation of this Agreementthe relevant Reference Bank.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Teva Pharmaceutical Industries LTD)
Confidentiality and Disclosure. 16.1 All Parties (a) Each Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the Redacted Version being publicly disclosed includingextent permitted by paragraphs (b) and (c) below.
(b) Each Agent may disclose:
(i) any Funding Rate to the Company pursuant to Clause 10.3 (Calculation of interest on Swingline Loans) or Clause 10.7 (Notifications); and
(ii) any Funding Rate 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, without limitationas the case may be.
(c) An Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:
(ai) 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 is to be given pursuant to this paragraph (i) 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 Information Agent who recipient is authorised subject to disclose professional obligations to maintain the Redacted Version confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditorsit;
(bii) 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 Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) rules of any relevant stock exchange or pursuant to any Government Authority (including applicable law or regulation if the United States Trustee), rating agency, any person to whom that Funding Rate is to be given is informed in writing of its professional consultants confidential nature and advisors (includingthat it may be price-sensitive information except that there shall be no requirement to so inform if, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to in the extent such disclosure is required in order to implement opinion of the Restructuring.
16.2 The Information Facility Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (relevant Obligor, as the case may be), provided that it is not practicable to do so in the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentagecircumstances;
(biii) the aggregate Backstop Claims of all Backstop Parties;
(c) any person to whom information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court 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 competent jurisdictionits 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
(div) any information that isperson with the consent of the relevant Lender, was or becomes available to as the public other than as a result of a disclosure by them in violation of this Agreementcase may be.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Confidentiality and Disclosure. 16.1 All Parties agree 22.5.1 Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose will include their employees and agents) will maintain the terms and conditions of this Agreement and any reports or other data, including Technical Data and Documentation (the "Confidential Material"), furnished hereunder strictly confidential.
22.5.2 Without limiting the generality of the foregoing, the Buyer * limit the disclosure of the Confidential Material to the Redacted Version being publicly disclosed includingextent legally permissible in any filing required to be made by the Buyer with any governmental agency and will make such applications as will be reasonably necessary to implement the foregoing. With respect to any public disclosure or filing, the Buyer agrees to submit to the Seller a copy of the document proposed to be filed or disclosed. The Buyer will give the Seller a reasonable period of time in which to review the said document, and will consult with the Seller before the making of any such public disclosure or filing.
22.5.3 The Buyer may disclose the Technical Data and Documentation to parties providing maintenance of the Aircraft, provided that the Buyer causes any such maintenance provider to execute a confidentiality agreement containing, at a minimum, terms substantially the same in scope and effect as the terms in Exhibit I hereto.
22.5.4 Notwithstanding any other provision of this Clause 22.5, the Buyer will be permitted to disclose the Confidential Material without limitationthe Seller's consent
(i) to its professional advisors,
(iv) where necessary, toand o nly to the extent necessary, for the Buyer to prosecute, or defend itself in, a legal action to which the Buyer may become a party, and
(v) to the extent that such Confidential Information:
(a) the Information Agent who is authorised to disclose the Redacted Version to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditors;
(b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) to any Government Authority (including the United States Trustee), rating agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes generally available to the public other than as a result of a disclosure by them in violation of this Agreement;
(b) was available to the Buyer on a non-confidential basis prior to its disclosure hereunder;
(c) becomes available on a non-confidential basis from a third party source under circumstances reasonably believed by the Buyer not to violate this or any other confidentiality agreement.
16.4 This 22.5.5 The provisions of this Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the 22.5 will survive any termination of this Agreement.
Appears in 1 contract
Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to:
(a) Each of the Information Administrative Agent who is authorised and the Lenders agrees to disclose maintain the Redacted Version to persons who provide evidence (to the satisfaction confidentiality of the Information Agent(as defined below), except that 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 they are Senior Creditors;
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (bii) to the Notes Trustee and Club Loan extent requested by any regulatory authority (in which case the Administrative Agent and in or such other appropriate media so Lender, as applicable, shall use reasonable efforts to provide notice notify the "Borrower prior to all Senior Creditors, including via such disclosure); (iii) to the Clearing Systemsextent required by applicable Laws or regulations or by any subpoena or similar legal process; and
(civ) to any Government Authority other party to this Agreement; (including v) in connection with the United States Trustee)exercise of any remedies hereunder or any suit, rating agencyaction 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 consultants and advisors advisor) to any credit derivative transaction relating to obligations of the Borrower; (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, vii) with the consent of the Borrower; (viii) to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(aA) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes publicly available to the public other than as a result of a breach of this Section 10.07 or (B) becomes available to an Agent or any Lender on a nonconfidential basis from a source other than the 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 Borrower or any of its Affiliates relating to the Borrower or any of its Affiliates or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by them the Borrower or any of its Affiliates; provided that, in violation the case of information received from the Borrower after the date hereof, 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 AgreementSection 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 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 may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a "tombstone" or otherwise describing the names of the Credit Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 1 contract
Confidentiality and Disclosure. 16.1 All Parties agree 24.1 Neither the Manager nor any Associate is obliged to disclose to the Redacted Version being publicly disclosed including, without limitation, toClient or to take into consideration in performing this Agreement information either:
(a) the disclosure of which by it to the Client would or might be a breach of duty or confidence to any other person; or
(b) which comes to the notice of an employee, officer or agent of the Manager or an Associate, but properly does not come to the actual notice of an individual managing the Fund.
24.2 The parties to this Agreement shall not disclose Confidential Information Agent who is authorised acquired in consequence of it, except for information which they may be entitled or bound to disclose by law, or which is requested by regulatory authorities, or which is disclosed to their advisers where reasonably necessary for the Redacted Version performance of their professional services, or which it is reasonably necessary for the Manager to persons who provide evidence disclose in order to perform this Agreement.
24.3 Additionally the Manager will:
(a) treat all Confidential Information belonging to the satisfaction of the Information Agent) that they are Senior CreditorsClient as confidential and safeguard it accordingly;
(b) to not use any Confidential Information it receives from the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via Client otherwise than for the Clearing Systemspurposes of the Agreement; and
(c) to not disclose any Government Authority (including the United States Trustee), rating agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, Confidential Information belonging to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims Client to any other person without the prior written consent of that Consenting Creditor the Client, except:
(i) to such of the staff and professional advisors or Backstop Party (consultants engaged to advise it in connection with the Agreement as is strictly necessary for the case may be), provided that performance of the Information Agent Agreement and the advisors only to the Ad Hoc Group may disclose, at extent necessary for the performance of the Agreement; or
(ii) where disclosure is otherwise expressly permitted by the provisions of this Agreement.
24.4 The provisions of Condition 24.2 will not apply to any timeConfidential Information received by the Client from the Manager which:
(a) the aggregate number is or becomes public knowledge (otherwise than by breach of Consenting Creditors and the Aggregate Percentagethis Agreement);
(b) the aggregate Backstop Claims of all Backstop Partiesis received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims is independently developed without access to the extent such disclosure is required by a court of competent jurisdictionConfidential Information; andor
(d) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Client making the disclosure, including any information requirements for disclosure under the FOIA, the Code of Practice on Access to Government Information (2nd Edition).
24.5 The Manager acknowledges that is, was or becomes available the Client and the Manager are subject to the public other than requirements of the FOIA and the Manager agrees to fully cooperate with the Client upon the Client’s receipt of any Request for Information it receives as a result of a disclosure by them in violation of this Agreementsoon as practicable after receipt.
16.4 This Clause 16 24.6 The Manager will not disclose Information to a third party otherwise than in accordance with the Ministry of Justice’s Code of Practice on the Discharge of Functions of Public Authorities under Part I of the FOIA, and without consulting with the Client and receiving the Client’s comments (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding to the termination of this Agreementextent permissible under applicable laws or regulations or Government guidance).
Appears in 1 contract
Samples: Fund Management Services Agreement
Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to:
(a) Each of the Information Administrative Agent who is authorised and the Lenders agrees to disclose maintain the Redacted Version to persons who provide evidence (to the satisfaction confidentiality of the Information Agent(as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that they are Senior Creditors;
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (bii) to the Notes Trustee and Club Loan extent requested by any regulatory authority (in which case the Administrative Agent and in or such other appropriate media so Lender, as applicable, shall use reasonable efforts to provide notice notify the Borrower prior to all Senior Creditors, including via such disclosure); (iii) to the Clearing Systemsextent required by applicable Laws or regulations or by any subpoena or similar legal process; and
(civ) to any Government Authority other party to this Agreement; (including v) in connection with the United States Trustee)exercise of any remedies hereunder or any suit, rating agencyaction 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 consultants and advisors advisor) to any credit derivative transaction relating to obligations of the Borrower; (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, vii) with the consent of the Borrower; (viii) to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(aA) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes publicly available to the public 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 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 Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by them the Borrower; provided that, in violation the case of information received from the Borrower after the date hereof, 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 AgreementSection 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 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 may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Credit Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 1 contract
Confidentiality and Disclosure. 16.1 All Parties agree to the Redacted Version being publicly disclosed including, without limitation, to:
(a) The Parties agree that: (i) the Information Agent who is authorised to disclose process of negotiation of the Redacted Version to persons who provide evidence terms of this Agreement; (ii) information in respect of the WCBU Assets and the Partnership Interest other than information contained in the WCBU Operating Statements, the Asset Reserves Report, the WCBU Assets Description, the Interim Period WCBU Operating Statements (if applicable) and any information provided to the satisfaction Purchaser or any of its Affiliates pursuant to Clause 6.10; information in anticipation of, or in connection with, the Transaction; (iv) any terms or provisions of this Agreement that are redacted from the form of this Agreement that is publicly filed by the Purchaser as contemplated by Clause 18.1(c), and (v) any derivative information prepared by or for the Party or the Party’s Representatives based on any of such information (collectively, the “Confidential Information”) shall be kept and maintained as strictly confidential, shall not be disclosed in any way by any Party to a Third Party without the other Parties’ prior written approval and such Confidential Information constitutes “Confidential Information” as such term is defined in the Confidentiality Agreement and a Party’s obligations in respect thereof shall be determined by the terms of the Information Agent) that they are Senior Creditors;Confidentiality Agreement.
(b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior CreditorsNo public announcement, including via the Clearing Systems; and
(c) to any Government Authority (including the United States Trustee), rating agencypress release, any of its professional consultants and advisors (includingother public filing or disclosure to a Third Party, without limitationin any manner, its legal and financial advisors and auditors), which references or concerns the Transaction shall be made by a Party or its financiers or to its employees, to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person Affiliates without the prior written consent and joint approval of the other Parties, which consent and approval shall not be unreasonably withheld or delayed; provided that Consenting Creditor or Backstop Party (as the case may benothing contained herein shall, subject to Clauses 18.1(c) and 18.1(d), provided that the Information Agent and the advisors to the Ad Hoc Group may discloseprevent, at any time:
, any of the Parties or any of their respective Affiliates from disclosing any information, including Confidential Information, in respect of the Transaction: (ai) if required, on the aggregate number advice of Consenting Creditors its legal counsel, to be disclosed pursuant to Applicable Laws, including by order of a Governmental Authority having jurisdiction, or by any recognised stock exchange in compliance with its rules and regulation; (ii) to a bank or other financial institution in order to obtain financing or any required consent of its bank or other financial lender (which shall include disclosure of information by the Aggregate Percentage;
Purchaser that is reasonably required to be made by the Purchaser in connection with any Financing or Follow-on Financing); or (biii) if, in respect of Confidential Information, the aggregate Backstop Claims Party making the disclosure complies with the terms of all Backstop Parties;the Confidentiality Agreement, as applicable, in respect of such disclosure.
(c) information regarding Notwithstanding the identity foregoing, the Parties acknowledge that they may be required by Applicable Laws and/or by a recognised stock exchange in compliance with its rules and regulations: (i) to issue a news release and file a material change report with the applicable securities regulatory authorities providing the disclosure required by Applicable Laws with respect to this Agreement, the Partnership Interest, the WCBU Assets and the Transaction; and (ii) file a copy of this Agreement with the applicable securities regulatory authorities redacted to exclude any Consenting Creditor sensitive business or its Supporting Claims personal information, which news release and redacted copy shall be provided to the extent other Party for their review and comment not later than forty-eight (48) hours prior to the intended public filing thereof and the Parties shall, subject to ensuring that they will meet their respective disclosure obligations under Applicable Laws, as determined in their sole discretion, accept any reasonable comments received thereon from the other Party and the other Party hereby provides its respective consent and approval to such disclosure is as required by a court of competent jurisdiction; andunder Clause 18.1(b).
(d) any The Parties acknowledge that they may disclose information that ispertaining to this Agreement and the identity of each Party, was or becomes available insofar as is required to enable them to fulfill their obligations to obtain the public Required Approval, resolve disputes pursuant to Clauses 8.4, 8.5, 8.6, 15.1 and 15.2 the Vendors to fulfill their obligations pertaining to ROFRs and other than Third Party rights under Article 9 and each Party hereby provides its consent and approval to such disclosure as a result of a disclosure by them in violation of this Agreementrequired under Clause 18.1(b).
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 1 contract
Confidentiality and Disclosure. 16.1 All Parties (a) The Facility Agent and each Obligor agree to keep any rate notified by a Lender under Clause 10.2 (Market disruption) (and in the Redacted Version being publicly disclosed includingcase of the Facility Agent, without limitationand any quotation supplied to the Facility Agent by a Reference Bank) confidential and not to disclose it to any person, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b) The Facility Agent may disclose:
(i) any rate notified by a Lender under Clause 10.2 (Market disruption) (but not, for the avoidance of doubt, any rate supplied by a Reference Bank) to the Company pursuant to Clause 8.4 (Notification of rates of interest); and
(ii) any rate notified by a Lender under Clause 10.2 (Market disruption) or any rate supplied by a Reference Bank 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, as the case may be.
(c) The Facility Agent may disclose any rate notified by a Lender under Clause 10.2 (Market disruption) or any rate supplied by a Reference Bank, and each Obligor may disclose any rate notified by a Lender under Clause 10.2 (Market disruption), to:
(ai) 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 rate is to be given pursuant to this paragraph (i) 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 Information Agent who recipient if the recipient is authorised subject to disclose professional obligations to maintain the Redacted Version confidentiality of that rate or is otherwise bound by requirements of confidentiality in relation to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditorsit;
(bii) 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 Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) rules of any relevant stock exchange or pursuant to any Government Authority (including applicable law or regulation if the United States Trustee), rating agency, any person to whom that rate is to be given is informed in writing of its professional consultants confidential nature and advisors (includingthat it may be price-sensitive information except that there is no requirement to so inform the recipient if, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to in the extent such disclosure is required in order to implement opinion of the Restructuring.
16.2 The Information Facility Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (relevant Obligor, as the case may be), provided that it is not practicable to do so in the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentagecircumstances;
(biii) the aggregate Backstop Claims of all Backstop Parties;
(c) any person to whom information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court 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 rate is to be given is informed in writing of competent jurisdictionits 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; and
(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be.
(d) any information that is, was or becomes available to the public other than as a result of a disclosure by them The Facility Agent's obligations in violation of this Agreement.
16.4 This Clause 16 38.1 (Confidentiality and Disclosuredisclosure) shall remain in full force and effect notwithstanding relating to any rate supplied to the termination Facility Agent by a Reference Bank are without prejudice to its obligations to make notifications under Clause 8.4 (Notification of this Agreementrates of interest) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent must not include the details of any individual any rate supplied to the Facility Agent by a Reference Bank as part of any such notification.
Appears in 1 contract
Confidentiality and Disclosure. 16.1 All Parties agree 7.1 The Lender shall keep confidential any information supplied to it by or on behalf of the Redacted Version being publicly disclosed includingBorrower in connection with the Loan Documents. However, without limitation, tothe Lender is entitled to disclose information:
(a) the Information Agent who is authorised to disclose the Redacted Version to persons who provide evidence (information and data relating to the satisfaction of the Information Agent) that they are Senior CreditorsBorrower;
(b) in connection with any legal, quasi-legal, judicial, administrative, or arbitration proceedings;
(c) if required to do so under any prevailing Law, including, but not limited to any regulation issued by the RBI or such other laws as maybe prevailing from time to time;
(d) to a governmental, taxation or other regulatory authority;
(e) to its professional advisors, auditors;
(f) to any actual or potential assignee or transferee or to any person, who may otherwise enter into contractual relations with the Lender in relation to this Agreement or with the Borrower for any financial assistance;
(g) as detailed in the provisions contained in Clauses 7.2 to 7.9 hereunder; and/or
(h) with the consent of the Borrower.
7.2 The Borrower agrees and understands that as a pre-condition relating to the Notes Trustee grant of the Loan to the Borrower, the Lender requires the Borrower’s consent for the disclosure by the Lender of information and Club data relating to the Borrower, of the Loan Agent availed of/ to be availed by the Borrower, obligations assured/ to be assured by the Borrower in relation thereto, default, if any, committed by the Borrower in discharge thereof and in such any other appropriate media so as information made available by the Borrower to provide notice the Lender. The Borrower further declares that the information and data furnished by the Borrower to the Lender is true and correct.
7.3 Accordingly, the Borrower agrees and gives consent for the disclosure by the Lender, if required under the Applicable Law, of all Senior Creditors, including via or any such:
(a) information and data relating to the Clearing SystemsBorrower;
(b) the information or data relating to Loan availed of/to be availed by the Borrower; and
(c) default, if any, committed by the Borrower in discharge of such obligation as the Lender may deem appropriate and necessary to disclose and furnish to Credit Information Bureau of India Limited (‘CIBIL’) and any Government Authority (including other agency authorised in this behalf by RBI and /or under Applicable Law.
7.4 In the United States Trustee)event of the Borrower committing a default in the repayment of Outstanding Dues on the Due Dates, rating agencythe Lender shall have an unqualified right to disclose the name of the Borrower to RBI, CIBIL and any of other agency authorised in this behalf by RBI and /or under Applicable Law. The Borrower gives its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), consent to the Lender and/or RBI and/ or its financiers or to its employeesCIBIL and/or any other agency authorized under Applicable Law, to publish their name as defaulters in such manner and through such medium as the extent such disclosure is required Lender/ RBI/CIBIL and/or any other agency authorized under Applicable Law in order to implement the Restructuringtheir absolute discretion, may think fit.
16.2 7.5 The Information Agent may disclose all information it receives aforesaid right shall be available to the legal Lender in addition to and financial advisors to not in derogation of any other rights available under the Ad Hoc GroupAgreement.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent 7.6 Xxxxxxxx further agrees and the advisors to the Ad Hoc Group may disclose, at any timeunderstands that:
(a) CIBIL and any other agency so authorized may use and/or process the aggregate number of Consenting Creditors said information and data disclosed by the Aggregate Percentage;Lender in the manner as deemed fit by them; and
(b) CIBIL and any other agency so authorised may furnish for consideration the aggregate Backstop Claims of processed information and data or products thereof prepared by them, to the Lender/financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf.
7.7 The Borrower agrees and understands that the Lender may also disclose any information/documents relating to the Borrower to any third party including Xxxxxx’s Affiliates for promotional purposes or any other purpose as Lender may deem fit.
7.8 The Borrower hereby agrees and confirms that Lender shall, as it may deem appropriate and necessary, be entitled to disclose all Backstop Parties;
or any: (a) information and data relating to the Borrower; (b) information or data relating to the Loan or any other financial facility(ies) availed / to be availed by the Borrower from Lender; (c) information regarding obligations assumed / to be assumed by the identity of any Consenting Creditor or its Supporting Claims Borrower in relation to the extent such disclosure is required by a court of competent jurisdictionLoan; and
(d) default, if any, committed by the Borrower in discharge of any information that isof the aforesaid obligations, was or becomes available to the public other than as a result of a disclosure by them in violation of this Agreementany Information Utility.
16.4 This Clause 16 (Confidentiality 7.9 The Borrower, xxxxxx agrees that in case the Information Utility seeks any consent with respect to disclosure of the appropriate details, it shall provide its consent not later than 7 days from the date on which such consent is sought. In case such consent is not forthcoming, the Information Utility shall have every right to treat such a consent being accorded by the Borrower to disseminate such information as appropriate disclosures. The Borrower expressly agrees and Disclosure) shall remain undertakes that, it waives its right to take any defense on the ground of consent not being accorded in full force any proceedings. The Borrower hereby agrees and effect notwithstanding undertakes to Indemnify the termination Lender, the Information Utility, its officers, Directors, employees, on account of this Agreementany losses, damages that may be incurred on account of any such action on its part.
Appears in 1 contract
Samples: Loan Agreement
Confidentiality and Disclosure. 16.1 All Parties agree 23.1 The Bank is committed to keeping your personal data private. We shall process any personal data we collect from you in accordance with Data Protection Legislation and the provisions of the Data Privacy Policy as well as the Bank's Data Retention Policy.
23.2 The Bank may not without the customers prior consent, disclose any information about the Customer or any other person relating to the Redacted Version being publicly disclosed including, without limitation, to:
(a) the Information Agent who is authorised to disclose the Redacted Version to persons who provide evidence (to the satisfaction of the Information Agent) that they are Senior Creditors;
(b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditors, including via the Clearing Systems; and
(c) to any Government Authority (including the United States Trustee), rating agency, any of its professional consultants and advisors (including, without limitation, its legal and financial advisors and auditors), or its financiers or to its employees, to the extent such disclosure is required in order to implement the Restructuring.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims account ,to any other third party other than in the following Circumstances:
a) To any regulator or tax authority where necessary to establish any tax liabilities in any jurisdiction pursuant to orders, agreements with regulators or authorities or otherwise;
b) To any court, tribunal or authority (including an authority investigating an offence) having jurisdiction over the Customer or the Bank;
c) To any financial institution with which the Customer has or may have any dealings for the purpose of conducting credit checks including in the form of bank references;
d) Any costs (including any Taxes, legal or statutory fees (billed on a client basis) incurred by the Bank (or any other person without on the prior written consent Bank's behalf) in connection with expenses as stated under, but not limited to Section 24 herein.
23.3 The Customer shall indemnify and keep indemnified the Bank against the following:
a) All demands, claims, actions, losses and damages of whatever nature brought against the Bank arising from the Bank's reliance on any incorrect, illegible, incomplete or inaccurate information or data contained in any request received and acted upon by the Bank;
b) Any loss or damage that Consenting Creditor may arise from the Customer's use, misuse, abuse or Backstop Party (as possession of any third party software;
c) Any actions and transactions by the case Customer's Agent, Authorized Signatory or Attorney that may be), provided that the Information Agent and the advisors result in damage or loss to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate PercentageBank;
(bd) Any unauthorized access to the aggregate Backstop Claims Customer's account or any breach of all Backstop Partiessecurity or any destruction or accessing of the Customer's data or any destruction or theft of or damage to any of the Customer's equipment;
(ce) information regarding Any loss or damage occasioned by the identity failure of the Customer to adhere to any Consenting Creditor or its Supporting Claims terms and conditions applicable to the extent such disclosure is required service and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a court of competent jurisdiction; andthird party to process a transaction;
(df) any information that is, was Any transaction or becomes available to the public other than activity either as a result of the instructions or otherwise being deemed to be found or suspected as being an illegal, fraudulent or suspicious transaction or activity;
g) Any costs (including any Taxes, legal or statutory fees (billed on a disclosure client basis) incurred by them the Bank (or any other person on the Bank's behalf) in violation of this Agreementconnection with expenses as stated under, but not limited to Section 24 herein.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 1 contract
Samples: Banking Agreement
Confidentiality and Disclosure. 16.1 All Parties agree Recipient acknowledges on behalf of itself and its Representatives that the Confidential Information is considered confidential and proprietary information of Owner, and Recipient will not make (or cause or permit any Representative to the Redacted Version being publicly disclosed includingmake) any Confidential Information available, without limitation, to:
(a) the Information Agent who is authorised to or disclose the Redacted Version to persons who provide evidence (to the satisfaction any of the Information Agent) that they are Senior Creditors;
(b) to the Notes Trustee and Club Loan Agent and in such other appropriate media so as to provide notice to all Senior Creditorscontents thereof, including via the Clearing Systems; and
(c) to any Government Authority person other than to a Representative who (including i) needs to know such Confidential Information to assist Recipient in evaluating the United States Trustee)Property and (ii) agrees to hold all Confidential Information as confidential and not to use the Confidential Information for any purpose, rating agencyexcept as set forth in this Agreement. In the event any Representative shall take or omit to take any action which if taken or omitted to be taken by Recipient would constitute a breach of or a default under the terms hereof, then such act or omission by such Representative shall be deemed to be a breach of the terms hereof by Recipient. Without limiting the obligations and prohibitions otherwise set forth in this Agreement, Recipient specifically agrees it shall not disclose any leasing or financial data regarding the Property to any broker or other landlord or tenant without the express written consent of Owner. Recipient will be responsible for, and indemnify and hold harmless Owner and its professional consultants and advisors Representatives (including, without limitation, its legal Home Asset, Inc., a Texas corporation, d/b/a NewQuest Properties [“NewQuest”] and financial advisors Owner’s other Representatives) from and auditors)against any and all liability, loss, damages, costs and expenses (including reasonable attorney's fees, expert witness fees and court costs) which such party may incur or suffer resulting from, arising out of, relating to, or its financiers or occurring in connection with any disclosures of Confidential Information by any of Recipient’s Representatives. It is agreed that NewQuest and Owner’s other Representatives shall be third party beneficiaries under such indemnity obligations of Recipient and shall have the right to its employees, to enforce the extent such disclosure is required in order to implement the Restructuringsame.
16.2 The Information Agent may disclose all information it receives to the legal and financial advisors to the Ad Hoc Group.
16.3 Neither the Information Agent nor the advisors to the Ad Hoc Group may disclose the identity of any Consenting Creditor or Backstop Party, a Consenting Creditor’s Supporting Claims Notice or the amount or type of any Consenting Creditor’s Supporting Claims or Backstop Creditor’s Backstop Claims to any other person without the prior written consent of that Consenting Creditor or Backstop Party (as the case may be), provided that the Information Agent and the advisors to the Ad Hoc Group may disclose, at any time:
(a) the aggregate number of Consenting Creditors and the Aggregate Percentage;
(b) the aggregate Backstop Claims of all Backstop Parties;
(c) information regarding the identity of any Consenting Creditor or its Supporting Claims to the extent such disclosure is required by a court of competent jurisdiction; and
(d) any information that is, was or becomes available to the public other than as a result of a disclosure by them in violation of this Agreement.
16.4 This Clause 16 (Confidentiality and Disclosure) shall remain in full force and effect notwithstanding the termination of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement