Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is a material obligation of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender. (b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 6 contracts
Samples: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Confidentiality and Publicity. Agent, Documentation Agent and each other Lender Party agree to exercise their commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all non-public information that any Credit Party furnishes to Agent, Documentation Agent or such other Lender Party on a confidential basis (“Confidential Information”), other than any such Confidential Information (a) that becomes generally available to the public other than as a result of a breach by Agent, Documentation Agent or any other Lender understands Party of its obligations hereunder, (b) that is or becomes available to Agent, Documentation Agent or any other Lender Party from a source other than a Credit Party and acknowledges that this Agreement is a material obligation not, to the actual knowledge of the Credit Partiesrecipient thereof, and as suchsubject to obligations of confidentiality with respect thereto, must be filed with the Securities and Exchange Commission (“SEC”c) and through such action will become publicly available. Credit Parties agree that is known to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Agent, Documentation Agent or any other Lender Party prior to disclosure by any Credit Party (to the extent not disclosed in violation of their Affiliates prepares any confidentiality agreement), (d) that contain Lender’s name is independently developed by Agent, Documentation Agent or describe any other Lender Party without use of or refer reference to any Loan Documentother Confidential Information, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required (e) with respect to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and which Borrower Funds Administrator has provided its counsel shall have the final authority in any wording so disclosedwritten consent to disclose; provided, however, that Guarantor will attempt Agent, Documentation Agent and each Lender shall, in any event, have the right to clear deliver copies of any such language information, and to disclose any such information, to:
(i) its affiliates, Related Funds, lenders, funding or financing sources (or its affiliates’ Related Funds’ or lenders’ funding or financing sources), directors, officers, trustees, partners, employees, agents, attorneys, professional consultants, portfolio management services and rating agencies who agree to, or are instructed to, maintain the confidentiality of the Confidential Information;
(ii) any other Lender and any successor Agent or Documentation Agent who agrees to maintain the confidentiality of the Confidential Information;
(iii) (A) any Person to which any Lender offers to sell any Loan or any part thereof or interest or participation therein or in connection with a Securitization, or (B) any Person if the disclosure consists of general portfolio information and does not identify any Credit Party specifically by name;
(iv) any federal or state regulatory authority or examiner, or any insurance industry association, regulating or having jurisdiction over Agent, Documentation Agent or any other Lender prior Party, to the extent required by applicable laws; and
(v) any other Person to which such delivery or disclosure may be necessary or appropriate (A) in compliance with any applicable law, rule, regulation or order, (B) in response to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalizedsubpoena or other legal process or informal investigative demand, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s AffiliatesC) in connection with any litigation to which Agent, Documentation Agent or such other Lender Party is a party, or (D) in connection with the exercise or enforcement, or potential exercise or enforcement, of its business operationsany of the rights and/or remedies of Agent, including without limitationDocumentation Agent and/or other Lender Parties under this Agreement and the other Loan Documents at any time during the existence of an Event of Default. Further, the foregoing notwithstanding, the Credit Parties agree that Agent, Documentation Agent, any other Lender Party or any Affiliate or Related Fund of Agent, Documentation Agent or any other Lender Party may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, (ii) use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) Party’s name, logo or other indicia germane to such party in any connection with such advertising, marketing or press releases or such other similar purposes. The obligations of Agent, without Credit Documentation Agent and other Lender Parties prior written consent. Nothing contained under this Section 12.10 shall supersede and replace the obligations of Agent, Documentation Agent and Lenders under any confidentiality agreement in any Loan Document is intended to permit or authorize Credit Parties respect of the financing evidenced hereby executed and delivered by Agent, Documentation Agent or any of their Affiliates other Lender Party prior to contract on behalf of Lenderthe date hereof.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 6 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
Confidentiality and Publicity. A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Additionally, Supplier may be engaged to develop new information for Intel, or may develop such information during the performance of Services, which information will become, upon creation, Intel's confidential information unless [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. otherwise agreed in writing. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (a48) Lender understands and acknowledges hours of disclosure, that the information or materials are "Confidential", each party agrees to maintain such information in accordance with the terms of this Agreement is and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Intel and Supplier. At a material obligation minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats it's own information of a similar nature, until the information becomes publicly available through no fault of the Credit Partiesnon-disclosing party. Supplier's employees who access Intel's facilities may be required to sign a separate access agreement prior to admittance to Intel's facilities. Furthermore, Supplier will furnish a copy of Addendum D to each of its employees and as such, must be filed with the Securities subcontractors assigned to or contracted for Intel work and Exchange Commission (“SEC”) will take reasonable steps to assure Intel that all such have read and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or understood Addendum D. Supplier shall not use any of their Affiliates prepares the confidential information created for Intel other than for Intel.
B. The parties agree that contain Lender’s name neither will disclose the existence of this Agreement, nor any of its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the disclosing party shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the disclosing party shall give the other party a reasonable opportunity to review and comment upon the disclosure, and, any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with any obtaining services from such third parties. The obligations stated in this section shall survive the expiration or termination of its this Agreement. Neither party may use the other party's name or trademarks in advertisements, brochures, banners, letterhead, business operationscards, including reference lists, or similar advertisements without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior the other's written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 3 contracts
Samples: Software and Related Services Agreement (Verisity LTD), Software and Related Services Agreement (Verisity LTD), Software and Related Services Agreement (Verisity LTD)
Confidentiality and Publicity. (a) Lender understands Loan Parties agree, and acknowledges that this Agreement is agree to cause each of their Affiliates, (i) not to transmit or disclose provisions of any Loan Document to any Person (other than (w) to Loan Parties’ advisors, officers, directors, employees and consultants on a material obligation need-to-know basis, (x) to current and bona fide prospective stockholders, lenders and acquirers of the Credit PartiesLoan Parties (and their respective advisors), (y) to the extent required to enforce the provisions hereof or (z) as otherwise may be required by law) without Lender’s prior written consent (which shall not be unreasonably withheld), and as such, must be filed with (ii) to inform all Persons of the Securities confidential nature of the Loan Documents and Exchange Commission to direct them not to disclose the same to any other Person (“SEC”except to the extent permitted herein) and through such action will become publicly availableto require each of them to be bound by these provisions. Credit Loan Parties agree to submit to Lender and Lender reserves the right to review and approve all materials intended for public distribution that Credit Loan Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Loan Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitationpublic announcements, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and consent (which shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentbe unreasonably withheld). Nothing contained in any Loan Document is intended to permit or authorize Credit Loan Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit . Loan Parties hereby agree that Lender or any Affiliate of Lender may may, with the prior written consent of Loan Parties (which shall not be unreasonably withheld), (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, (ii) use Borrower’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes and (iii) disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party Loan Parties and its their operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources, so long as Lender informs all such Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person (except to the extent permitted herein) and to require each of them to be bound by these provisions. Lender may use confidential information for reporting purposes, including to Governmental Authorities and Lender’s regulators, and market analysis so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower in writing. Notwithstanding the foregoing or anything to the contrary set forth herein, Lender shall not use any information obtained from or relating to the Loan Parties for any purpose unrelated to the transactions contemplated hereby.
Appears in 2 contracts
Samples: Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.), Revolving Credit, Delayed Draw Term Loan and Security Agreement (Sweetgreen, Inc.)
Confidentiality and Publicity. Unless otherwise required by the Bankruptcy Court or applicable Law, the Company Parties shall not, without the prior written consent of such Commitment Party, disclose to any Person (a) Lender understands including for the avoidance of doubt, any other Commitment Party), other than the Commitment Party Professionals and acknowledges that this Agreement is a material obligation legal, accounting, financial and other advisors to the Company Parties (who are under obligations of confidentiality to the Credit PartiesCompany Parties with respect to such disclosure, and as such, must whose compliance with such obligations the Company Parties shall be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Documentresponsible for), any of the terms thereof information set forth on the Backstop Commitment Schedule or the Equity Commitment Schedule with respect to any Commitment Party or the name or the principal amount or percentage of the Company Claims held by such Commitment Party or any of the transactions contemplated therebyits respective Affiliates or Related Funds). Notwithstanding the foregoing, Lender acknowledges and agrees that that a description the Commitment Parties hereby consent to the disclosure of the principle execution, terms and contents of this Agreement will be required to be stated by the Company Parties in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosedDefinitive Documents or as otherwise required by Law; provided, however, that Guarantor (i) if any of the Company Parties determines that they are required to attach a copy of this Agreement, any Joinder or Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, they will attempt omit the Backstop Commitment Schedule and the Equity Commitment Schedule and redact any reference to clear or identifying information concerning a specific Commitment Party and such language Commitment Party’s holdings (including before any filing thereof with the Lender SEC or the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Commitment Party is required by the Bankruptcy Court or applicable Law, advance notice of the intent to disclose, if permitted by the Bankruptcy Court or applicable Law, shall be given by the disclosing Party to each Commitment Party (who shall have the right to seek a protective order prior to disclosure). The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any filingJoinder or Transfer Agreement. Lender further acknowledges Notwithstanding the foregoing, the Company Parties will submit to the Commitment Party Professionals all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by the Company Parties relating to this Agreement or the transactions contemplated hereby and any amendments thereof at least one (1) Business Day (it being understood that such period may be shortened to the extent there are exigent circumstances that require such public communication to be made to comply with the Bankruptcy Court or applicable law) in advance of release and will take such counsel’s view with respect to such communications into account. Notwithstanding the foregoing, each Commitment Party hereby agrees that once such language to permit disclosure in the Disclosure Statement and any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit the Company Parties shall notwith the Bankruptcy Court regarding the aggregate amounts of the Backstop Commitments and the Equity Commitments, and shall not permit any the total principal amount (and percentage of their Affiliates to, use Lender’s name (or the name total outstanding) of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit the Notes held by all Commitment Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderan aggregate basis.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 2 contracts
Samples: Put Option Agreement (Monitronics International Inc), Put Option Agreement
Confidentiality and Publicity. In the event Closing does not occur for any reason except as required by law and with prior notice to Seller, Purchaser and its officers, directors, employees, agents and representatives will hold in strict confidence all data and information obtained from Seller in connection with the Assets, whether before or after execution of this Agreement, except any data or information which:
(a) Lender understands and acknowledges that this Agreement is a material obligation at the time of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree disclosure to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated Purchaser by Seller is in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.public domain;
(b) Credit Parties hereby agree that Lender after disclosure to Purchaser by Seller becomes part of the public domain by publication or otherwise, except by breach of this provision by Purchaser;
(c) Purchaser can establish by competent proof was rightfully in its possession at the time of disclosure to Purchaser by Seller;
(d) Purchaser rightfully received from third parties free of any Affiliate obligations of Lender may disclose confidence; or
(e) is developed independently by Purchaser, provided the person or persons alleged to have independently developed the information shall not have any and all access to data or information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender obtained from Seller in connection with the Loan Documents transactions contemplated by this Agreement. If this Agreement is terminated for any reason, Purchaser shall return to its lenders Seller all copies of confidential information, as requested by Seller, in the possession of Purchaser obtained from Seller or funding pursuant to any provision of this Agreement, which information is at the time of termination required to be held in confidence pursuant to this Section. The obligations of Purchaser under this Section 9.6 shall be in addition to, and not in lieu of, Purchaser's obligations under confidentiality agreements previously executed by the Parties that relate to the Assets ("Prior Confidentiality Agreements"). Notwithstanding anything to the contrary contained in the Prior Confidentiality Agreements, the Parties acknowledge and agree that: (i) the terms and provisions of the Prior Confidentiality Agreements shall not be superseded by the provisions of this Agreement; and (ii) the Prior Confidentiality Agreements shall terminate at Closing or financing sourcesupon termination of this Agreement pursuant to Article XI.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Partners LTD), Purchase and Sale Agreement (Energy Partners LTD)
Confidentiality and Publicity. (a) Borrower hereby agrees that Lender understands or any Affiliate of Lender may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, (ii) use Borrower’s, any Asset Guarantor’s or any Guarantor’s names, logos or other indicia germane to such parties in connection with such advertising, marketing or other similar purposes and acknowledges that this Agreement is (iii) disclose any and all information concerning the Loan Documents, as well as any information regarding the Borrower, any Asset Guarantor or any Guarantor and their operations, received by Lender in connection with the Loan Documents required by its lenders or funding or financing sources
(b) Borrower agrees, and agrees to cause each of its Affiliates, (i) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a material obligation need-to-know basis) without Lender’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree Borrower agrees to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(c) Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Credit Parties hereby agree that Lender to the extent required or requested by any Affiliate regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority, such as the National Association of Lender may disclose Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any and all information concerning the Loan Documentssubpoena or similar legal process, as well as (d) to any information regarding Credit Party and its operationsother party hereto, received by Lender (e) in connection with the exercise of any remedies hereunder or under any other Loan Documents Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower, (h) in connection with any Secondary Market Transaction, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender or its Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower, any Asset Guarantor or any Guarantor relating to the Borrower, any Asset Guarantor or any Guarantor or any of their respective businesses, other than any such information that is available to Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 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 lenders or funding or financing sourcesown confidential information.
Appears in 2 contracts
Samples: Loan Agreement (IMH Financial Corp), Loan Agreement (IMH Financial Corp)
Confidentiality and Publicity. (a) Lender understands A. During the course of this Agreement, either Party may have or may be provided access to the other’s confidential information and acknowledges that materials. Each Party agrees to maintain such information in accordance with the terms of this Agreement and the CNDA referenced herein and any other applicable separate nondisclosure agreement between Buyer and Supplier. Additionally, in the event Supplier is engaged to develop new information for Buyer, the Buyer and Supplier will agree in writing in advance as to the ownership of such information. Supplier’s employees who access Buyer’s facilities may be required to sign a material obligation separate access agreement prior to admittance to Buyer’s facilities. Furthermore, Supplier will furnish a copy of Addendum D to each of its employees, agents and subcontractors assigned to or contracted for Buyer work and will take reasonable steps to assure Buyer that all such employees, agents and subcontractors have read and understood Addendum D. Supplier shall not use any of the Credit Parties, and confidential information created for Buyer other than for Buyer. Nothing contained herein shall be construed as such, must be filed with granting or implying any right or license under any intellectual property right of the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit other party.
B. The Parties agree to submit to Lender that the existence of this Agreement and Lender reserves its terms shall constitute “Confidential Information” within the right to review and approve all materials that Credit Parties meaning of the CNDA. If disclosure of this Agreement or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body, such as annual reports or S1 Filings: (i) the Parties shall use reasonable efforts to limit the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the Party compelled to make disclosure shall give reasonable notice in advance of the disclosure; and (iii) the Party compelled to make disclosure shall give the other Party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The Parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with obtaining services from such third parties.
C. Neither Party may use the other Party’s name or trademarks in any type of its advertisement materials, web sites, articles, brochures, business operationscards, including without limitationbanners, advertising, marketing or press releases or such other similar purposesletterhead, without Lenderthe other’s prior written consent. Lender similarly agrees that it shall notFor Intel, and shall not permit any this would be the Director of its Affiliates to, use Credit Parties names or logos (or Corporate Purchasing and/or the names Vice President of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderMaterials.
(b) Credit Parties hereby agree that Lender D. The obligations stated in this Section shall survive the expiration or any Affiliate termination of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sourcesthis Agreement.
Appears in 2 contracts
Samples: Worldwide Corporate Purchase Agreement, Worldwide Corporate Purchase Agreement (KMG Chemicals Inc)
Confidentiality and Publicity. A. During the course of this Agreement, either party may have or may be provided access to the other’s confidential information and materials. Additionally, Supplier may be engaged to develop new information for Buyer, or may develop such information during the performance of Services, which information will become, upon creation, Buyer’s confidential information unless otherwise agreed in writing. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (a48) Lender understands and acknowledges hours of disclosure, that the information or materials are “Confidential”, each party agrees to maintain such information in accordance with the terms of this Agreement is and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Buyer and Supplier. At a material obligation minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes publicly available through no fault of the Credit Partiesnon disclosing party. Supplier’s employees who access Buyer’s facilities may be required to sign a separate access agreement prior to admittance to Buyer’s facilities. Furthermore, Supplier will furnish a copy of the Protection of Intel’s Assets Addendum to each of its employees and as such, must be filed with subcontractors assigned to or contracted for Buyer work and will take reasonable steps to assure Buyer that all such employees and subcontractors have read and understood the Securities and Exchange Commission (“SEC”) and through such action will become publicly availableProtection of Intel’s Assets Addendum. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or Supplier shall not use any of their Affiliates prepares the confidential information created for Buyer other than for Buyer.
B. The parties agree that contain Lender’s name neither will disclose the existence of this Agreement, nor any of its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body, such as annual reports or S1 Filings:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (i) the party compelled to make the disclosure shall inform the other party at least ten (10) business days in advance of the disclosure (i.e., not a Saturday, Sunday, or a day on which banks are not open for business in the geographic area in which the non-disclosing party’s principal office is located; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly their respective legal counsel, accountants, bankers. and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with obtaining services from such third parties. The obligations stated in this Section shall survive the expiration or termination of this Agreement. Neither party may use the other party’s name or trademarks in any type of its advertisement materials, web sites, press releases, interviews, articles, brochures, business operationscards, including without limitation, advertising, marketing project reference or press releases or such other similar purposesclient listings, without Lenderthe other’s prior written consent. Lender similarly agrees that it shall notFor Intel, and shall not permit any this would be the Director of its Affiliates to, use Credit Parties names or logos (or Global Indirect Procurement and/or the names Vice President of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderMaterials.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 2 contracts
Samples: Purchase Agreement (Apache Design Solutions Inc), Purchase Agreement (Apache Design Solutions Inc)
Confidentiality and Publicity. (a) Lender understands The Company and acknowledges that the Investor will consult with one another as to the form and substance of any press release relating to the terms of this Agreement, the Research License and Collaboration Agreement is a material obligation or the transactions contemplated hereby or thereby prior to issuing any such press release. Either party may only disclose the terms of the Credit PartiesResearch Collaboration and License Agreement if such party reasonably determines, based on advice from its counsel, that it is required to make such disclosure by applicable law, regulation or legal process (whether in connection with its ongoing disclosure obligations, in connection with a corporate activity or otherwise), including without limitation by the rules or regulations of the SEC or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ, in which event such party shall provide prior notice of such intended disclosure to the other party sufficiently in advance to enable the other party to seek confidential treatment or other protection for such information unless the disclosing party is prevented by law or regulation from providing such advance notice and shall disclose only such terms of the Research Collaboration and License Agreement as such disclosing party reasonably determines, based on advice from its counsel, are required by applicable law, regulation or legal process to be disclosed (whether in connection with its ongoing disclosure obligations, in connection with a corporate activity or otherwise). In the event that either party determines that it must publicly file the Research Collaboration and License Agreement with the SEC such party shall (i) initially file a redacted copy of the Research Collaboration and License Agreement (the "Redacted Research Collaboration and License Agreement") in the form of Exhibit D attached hereto, (ii) request, and as suchuse commercially reasonable efforts to obtain, must be filed with confidential treatment of all terms redacted from such Redacted Research Collaboration and License Agreement; provided that the Securities redaction of such terms is permitted by the applicable rules and Exchange Commission regulations of the SEC, (“SEC”iii) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves permit the right other party to review and approve all materials that Credit Parties or such initial request for confidential treatment and any of their Affiliates prepares that contain Lender’s name or describe or refer subsequent correspondence with respect thereto at least two (2) Business Days prior to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required its submission to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor (iv) promptly deliver to the other party any written correspondence received by it or its representatives from the SEC with respect to such confidential treatment request and its counsel shall have promptly advise the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name other party of any of Lender’s Affiliates) in connection other material communications between it or its representatives with any of its business operations, including without limitation, advertising, marketing or press releases or SEC with respect to such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderconfidential treatment request.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)
Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is All confidential information disclosed by a material obligation of party hereto or its Affiliates to the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties other party hereto or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of under this Agreement will be required to be stated maintained in confidence and otherwise safeguarded by the recipient party. Each party shall hold as confidential such confidential information of the other party or its Affiliates in the Guarantor’s quarterly same manner and annual reports filed with the SECsame protection as such recipient party maintains its own confidential information, but no less than a reasonable standard of care. A recipient party may only disclose confidential information of the other party to employees, agents, contractors, consultants and Guarantor advisers of the party and its counsel shall have Affiliates, licensees and sublicensees; provided that such persons are bound to maintain the final authority confidentiality of the confidential information in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language a manner consistent with the Lender confidentiality provisions of this Agreement. The mutual obligations under this Section 9.17 shall not apply to any information to the extent the recipient party can demonstrate by competent evidence that such information: (i) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient party or its Affiliates; (ii) was known to, or was otherwise in the possession of, the recipient party or its Affiliates prior to the time of disclosure by the disclosing party; (iii) is disclosed to the recipient party or an Affiliate on a non-confidential basis by a third party who is entitled to disclose it without breaching any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue confidentiality obligation to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit the disclosing party or any of their its Affiliates; or (iv) is independently developed by or on behalf of the recipient party or its Affiliates, as evidenced by its written records, without reference to the confidential information disclosed by the disclosing party or its Affiliates tounder this Agreement. In addition to disclosures allowed hereunder, use Lender’s name each party hereto may disclose confidential information belonging to the other party to the extent such disclosure is necessary in the following instances: (i) complying with applicable court orders or the name of any of Lender’s Affiliatesgovernmental regulations; and (ii) disclosure to consultants, investors, bankers, lawyers, accountants, agents or other third parties in connection with due diligence or similar investigations by such third parties, provided, in each case, that any such consultant, investor, banker, lawyer, accountant, agent or third party is bound to maintain the confidentiality of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any the confidential information in a manner consistent with the confidentiality provisions of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Agreement.
(b) Credit Parties hereby agree that Lender Each party hereto agrees not to issue any press release or other public statement, whether oral or written, disclosing the existence of this Agreement, the terms hereof or any Affiliate information relating to this Agreement without the prior written consent of Lender the other party; provided however, that neither party hereto will be prevented from complying with any duty of disclosure it may disclose have pursuant to law or governmental regulation or pursuant to the rules of any and all information concerning recognized stock exchange or quotation system. A party hereto who desires to issue a press release or make any other public disclosure relating to this Agreement shall notify the Loan Documentsother in writing at least ten (10) business days (or such shorter period where legally required) before the time of the proposed release. Such party shall provide a draft of any of the proposed documents containing any such reference (including without limitation, as well as a copy of this Agreement or any information regarding Credit Party excerpt hereof, proposed to be filed with any securities regulatory authority or any securities exchange) to the other party and its operationscounsel in sufficient time for review of such documents. In the event such other party objects to any such reference, received by Lender in connection with the Loan Documents applicable document will be modified to its lenders or funding or financing sourcessuch party’s reasonable satisfaction.
Appears in 1 contract
Samples: Stock Purchase Agreement (SGX Pharmaceuticals, Inc.)
Confidentiality and Publicity. Other than as may be required by applicable Law and regulation or by any governmental or regulatory authority, no Party shall disclose to any person (a) Lender understands including for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and acknowledges that this Agreement is a material obligation other advisors to the Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, and whose compliance with such obligations the Company Parties shall be responsible for), the name or the principal amount or percentage of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Company Claims/Interests held by any Consenting Stakeholder or any of their Affiliates prepares that contain Lender’s name or describe or refer its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosedTransfer); provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Company Parties shall notbe permitted to disclose at any time the aggregate principal amount of, and shall not permit aggregate percentage of, any class of their Affiliates tothe Company Claims/Interests held by the Consenting Stakeholders collectively; and, use Lender’s name (or provided, further, that the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Company Parties names or logos (or may disclose the names of any Credit Parties’ AffiliatesConsenting Stakeholder (at the institution level) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender at a hearing in connection with the Loan Chapter 11 Cases, but not the principal amount or percentage of the Company Claims/Interests held by any such Consenting Stakeholder or any of its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Transfer). Notwithstanding the foregoing, the Consenting Stakeholders hereby consent to the disclosure of the execution, terms and contents of this Agreement by the Company Parties in the Definitive Documents or as otherwise required by law or regulation; provided, however, that (i) if any of the Company Parties determines that they are required to its lenders attach a copy of this Agreement, any Joinder or funding Transfer Agreement to any Definitive Documents or financing sourcesany other filing or similar document relating to the transactions contemplated hereby, they will redact any reference to or identifying information concerning a specific Consenting Stakeholders and such Consenting Stakeholder’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of additional identifying information of any Consenting Stakeholders is required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure). The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement. Notwithstanding the foregoing, the Company Parties will submit to counsel for the Consenting Stakeholders all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by the Company Parties relating to this Agreement or the transactions contemplated hereby and any amendments thereof at least two (2) Business Days (it being understood that such period may be shortened to the extent there are exigent circumstances that require such public communication to be made to comply with applicable Law) in advance of release and will take such counsel’s view with respect to such communications into account. Nothing contained herein shall be deemed to waive, amend or modify the terms of any Confidentiality Agreement.
Appears in 1 contract
Samples: Restructuring Support Agreement (Parker Drilling Co /De/)
Confidentiality and Publicity. Borrower agrees, and agrees to cause each of its Affiliates, (ai) Lender understands not to transmit or disclose provisions of any Loan Documents to any Person (other than to Borrower’s advisors and acknowledges that this Agreement is officers on a material obligation need-to-know basis) without Lender’s prior written consent, which may be withheld in its sole discretion, and (ii) to inform all such Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document Documents is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties . Further, Borrower hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes to the extent such information is publicly available and, if not publicly available, with Borrowers’ prior approval and (ii) use any Borrowers’ or any Guarantor’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes. Notwithstanding any of the foregoing, Lender acknowledges that Borrower and all its Affiliates, may disclose such information concerning the transaction(s) as contemplated by this Agreement, including terms or provisions of any Loan Documents, as well may be necessary to fully comply with all public reporting requirements as promulgated by the Securities and Exchange Commission including but not limited to any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources8-K reports.
Appears in 1 contract
Samples: Credit and Security Agreement (ALKALINE WATER Co INC)
Confidentiality and Publicity. (a) Lender understands Borrower agrees, and acknowledges that this Agreement is agrees to cause each of its Affiliates, (i) not to transmit or disclose provisions of any Loan Document to any Person (other than to Borrower’s advisors and officers on a material obligation need-to-know basis or to any other Person as may be required by law, including, without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder) or as otherwise may be required by law) without Lender’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree Borrower agrees to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and which shall not permit any of its Affiliates to, use Credit Parties names be unreasonably withheld or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentdelayed. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties Borrower hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as any information regarding Credit Party marketing or other similar purposes and its operations(ii) use Borrower’s or Guarantor’s name, received by Lender logo or other indicia germane to such party in connection with the Loan Documents to its lenders such advertising, marketing or funding or financing sourcesother similar purposes.
Appears in 1 contract
Samples: Credit and Security Agreement (Ventures National Inc)
Confidentiality and Publicity. Borrower agrees, and agrees to cause each of its Affiliates, (ai) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrower's advisors and officers on a need-to-know basis) without Lender's prior written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions; provided, however, that Lender understands and acknowledges that Borrower intends to file a copy of this Agreement is a as an exhibit to its periodic reports and will be required to refer to certain material obligation provisions of the Credit PartiesLoan Documents in its SEC filings from time to time, and as such, must be filed no consent of Lender is required in connection with these disclosures (the Securities and Exchange Commission (“SEC”) and through such action will become publicly available"SEC Disclosures"). Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby, other than the SEC Disclosures. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it Borrower shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos Lender's name (or the names name of any Credit Parties’ of Lender's Affiliates) in connection with any advertisingof its business operations, marketing or press releases or such similar purposes, without Credit Parties prior written consentother than the SEC Disclosures. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties . Further, Borrower hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as marketing or other similar purposes and (ii) use Borrower's or any information regarding Credit Party and its operationsGuarantor's name, received by Lender logo or other indicia germane to such party in connection with the Loan Documents to its lenders such advertising, marketing or funding or financing sourcesother similar purposes.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Synavant Inc)
Confidentiality and Publicity. (a) Lender understands A. During the course of this Agreement, either party may have or may be provided access to the other’s confidential information and acknowledges that this Agreement is a material obligation materials. All confidential or proprietary information and materials disclosed to the other party hereunder shall be disclosed in accordance with the requirements of the Credit PartiesCorporate Non Disclosure Agreement (“CNDA”) referenced on the signature page of the Agreement. Each party agrees to maintain such confidential information in accordance with the terms of the Agreement and the CNDA and any other applicable separate nondisclosure agreement between Intel and Supplier. At a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as suchit treats its own information of a similar nature, must until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller’s employees who access Buyer’s facilities may be filed required to sign a separate access agreement prior to admittance to Buyer’s facilities.
B. If access is necessary and directly related to Seller’s scope of work or duties, Seller’s employees, agents or subcontractors may be granted authorization to use or access Intel information, software, or telecommunications by Buyer’s information owner. Unless specifically authorized, Seller, its employees, agents or subcontractors may not use or access Intel classified or proprietary information that may be happened upon or inadvertently discovered while performing work under this Agreement. Neither may Seller, its employees, agents or subcontractors control an Intranet web site at Intel. Without limiting the obligations contained in Paragraph A above, if Seller’s employees, agents or subcontractors perform work or Services on Buyer’s premises or facilities or otherwise have access to Intel’s classified and proprietary information, (regardless of the medium (Buyer’s or Seller’s) in or on which it is retained or communicated), software, or Buyer’s computer networks or systems, (including, but not limited to, NT, Novell, Pathworks, VAX, Unix, Comets, Workstream, IWCS, and IBM computer systems, application programs, and databases), Seller shall ensure that any such employee, agent, or subcontractor shall not modify such classified or proprietary information, software, hardware, or telecommunications without the prior written consent of the Buyer employee responsible for the resource, with the exception of contract-related requirements or resources that allow for individual customization (e.g., Microsoft Windows user features). For Seller’s employees, agents or subcontractors who are granted access Buyer’s computer networks or systems, as referenced above, Seller shall also ensure that any such employees, agents, or subcontractors shall treat all Intel data and information accessed from such system(s) in the same manner as Intel’s confidential information designated in paragraph A above. In addition, Seller, its employees, agents, or subcontractors may not: (i) use or disclose for any purpose any aspect or portion of third party data or information which it may access from Buyer’s premises, computers, or electronic networks unless it first obtains the third party’s written consent; or (ii) make electronic or hard copies of Intel’s information extracted from Buyer’s computer system(s) confidential information or obtained in other forms on Buyer’s premises, unless it clearly marked and treated as Intel’s confidential information. Except with Buyer’s prior written consent, no such copies may be removed from, transmitted out of, Buyer’s facility or networks or given to Seller’s other employees or representatives except those employees or representatives within Buyer’s facility with a need to know.
C. Neither party may use the other party’s name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves filing requirements or disclose the right to review and approve all materials that Credit Parties or existence of this Agreement, nor any of their Affiliates prepares that contain Lender’s name its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the party compelled to make and disclosure shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with any of its obtaining services from such third parties. .
D. Neither party may use the other party’s name or trademarks in advertisements, materials, web sites, press releases, interviews, articles, brochures, banners, letterhead, business operationscards, including project reference or client listings without limitation, advertising, marketing or press releases or such other similar purposes, without Lenderthe other’s prior written consent. Lender similarly agrees that it shall notFor Intel, and shall not permit any this would be the Director of its Affiliates to, use Credit Parties names or logos (or Corporate Purchasing and/or the names Vice President of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderMaterials.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Purchase Agreement (Cohu Inc)
Confidentiality and Publicity. (a) Except as required by law, Lender understands and acknowledges that this Agreement is a material obligation of Lender’s agents shall hold all non-public, proprietary or confidential information (which has been identified as such by the Credit Parties) obtained pursuant to the requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature for a public company and in accordance with safe and sound lending practices; however, Lender and Lender’s agents may disclose any such information to their Affiliates, outside auditors, counsel, consultants, operators, rating agencies, lenders and funding sources and other professional advisors in connection with this Agreement, or as suchrequired in connection with any contemplated sale, must assignment or transfer of any Note, Obligations or the Collateral, or as required or requested by any governmental authority or representative thereof or in connection with the enforcement hereof or of any other Loan Document or pursuant to legal process; provided, however, that any proposed Transferee shall have agreed in writing to be filed with bound by the terms of this Section 12.10. RMS has caused all such non-public, proprietary or confidential information to be delivered to Lender and its agents in reliance upon this subsection (a) and upon Rule 100(b)(2)(ii) of Regulation FD as promulgated by the Securities and Exchange Commission Commission. Notwithstanding the foregoing, but subject to subsection (“b) below, immediately upon the Closing Date, or upon any material change thereafter, the Borrower intends to disclose the terms of the Revolving Facility in a press release and intends to file the agreement, or subsequent amendments thereof with the SEC”.
(b) and through such action will become publicly available. Each Credit Parties agree Party agrees to submit to Lender and Lender reserves the right to review and approve upon all materials that such Credit Parties Party or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoingHowever, Lender acknowledges and agrees that such approval shall not be unreasonably withheld and that a description of the principle terms of this Agreement will Borrower shall be permitted to make required to be stated public filings if in the Guarantoropinion of Borrower’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear Legal Counsel such language with the Lender prior to any filingdisclosures are required by law. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. No Credit Parties shall notParty shall, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(bc) Each Credit Parties Party hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as any information regarding marketing or other similar purposes and (ii) use such Credit Party and its operationsParty’s name, received by Lender logo or other indicia germane to such party in connection with the Loan Documents to its lenders such advertising, marketing or funding or financing sourcesother similar purposes.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Rita Medical Systems Inc)
Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is a material obligation of the Credit PartiesBorrower agrees, and as suchagrees to cause each of its Affiliates, must be filed with the Securities and Exchange Commission (“SEC”i) and through such action will become publicly availablenot to transmit or disclose any provision of any Loan Document to any Person, other than to any Governmental Authority described in clause (c)(ix) below to which Borrower is subject or to any Person described in clause (c)(x) below, without Agent’s prior written consent. Credit Parties agree Borrower agrees to submit to Lender Agent and Lender Agent reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares prepare that contain LenderAgent’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees ; provided that that a description Agent’s approval of the principle terms of this Agreement will materials shall not be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing disclosure to any Governmental Authority as described in clause (c)(ix) below to which Borrower is subject or press releases or such other similar purposes, without Lender’s prior written consentto any Person described in clause (c)(x) below. Lender similarly agrees that it Borrower shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos Agent’s name (or the names name of any Credit Parties’ Affiliatesof Agent’s affiliates) in connection with any public advertising, marketing or press releases or such other similar purposes, without Credit Parties Agent’s prior written consent, other than as required by any Governmental Authority or as required by Applicable Law. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Agent, any Managing Agent or any Lender.
(b) Credit Parties hereby agree that Lender Any Secured Party may, with the prior written consent of the Borrower, (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes and (ii) use Borrower’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes. Borrower or any Affiliate of Lender may Borrower may, with the prior written consent of Agent, (x) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, marketing or other similar purposes and (y) use Agent’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(c) Agent and Lenders shall exercise commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information and in accordance with safe and sound practices of comparable financial institutions, all non-public information of Borrower and Indemnitor that Borrower and/or Indemnitor furnishes on a confidential basis (“Confidential Information”) and not to disclose such Confidential Information to any Person, other than any such Confidential Information that becomes generally available to the public, individually developed by or obtained by Agent or a Lender from a source other than Borrower or Indemnitor other than as a result of a disclosure by an Agent or Lender in violation of this Section 12.16; provided, that Agent and its Affiliates and Lenders and their Affiliates shall have the right to disclose Confidential Information to (and in each case, other than with respect to clauses (v), (vii), (viii), (ix) and (x) below, only in connection with its execution, delivery, administration, assignment or enforcement of this Agreement):
(i) Borrower, Indemnitor or their Affiliates;
(ii) such Person’s Affiliates;
(iii) such Person’s or such Person’s Affiliates’ lenders, funding or financing sources;
(iv) such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, dealers, investors, professional consultants, portfolio management services who, in each case, are obligated, or instructed, to keep such information confidential;
(v) to credit enhancers and dealers and investors in respect of CP of any Conduit Lender in accordance with the customary practices of such Conduit Lender for disclosures to credit enhancers, dealers or investors, as well as the case may be, it being understood that any such disclosure to dealers or investors will not identify the Borrower or any of its Affiliates by name;
(vi) any Person that is a potential interest rate hedge provider of a Lender or any Person to whom Agent or a Lender offers or proposes to offer to sell, assign or transfer the Loan or any part thereof or any interest or participation therein and any such Person’s Program Support Providers (provided that such Person shall enter into a confidentiality agreement or similar agreement to keep such information regarding Credit Party and confidential);
(vii) any rating agency;
(viii) any Person that provides statistical analysis and/or information services to Agent or its operationsAffiliates (provided, received that such Person shall enter into a confidentiality agreement or similar agreement to keep such information confidential);
(ix) any Governmental Authority to which Agent or a Lender is subject at the request or pursuant to any requirement of such Governmental Authority, or in connection with an examination of Agent by Lender any such Governmental Authority; and
(x) any Person (A) to the extent required by Applicable Law, (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any litigation, or (D) in connection with the actual or potential exercise or enforcement of any right or remedy under any Loan Documents Document.
(d) The obligations of Agent and its Affiliates under this Section 12.16 shall supersede and replace any other confidentiality obligations agreed to by Agent or its lenders or funding or financing sourcesAffiliates.
Appears in 1 contract
Samples: Loan and Security Agreement (Enova International, Inc.)
Confidentiality and Publicity. No Party shall (a) Lender understands use the name or any other identifying information of any Consenting Stakeholders in any communication (including a press release, pleading or other publicly available document) (other than a communication with the legal, accounting, financial and acknowledges other advisors to Aegean who are under obligations of confidentiality to Aegean with respect to such communication, and whose compliance with such obligations Aegean shall be responsible for) without such Consenting Stakeholder's prior written consent or (b) disclose to any person (including for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and other advisors to Aegean (who are under obligations of confidentiality to Aegean with respect to such disclosure, and whose compliance with such obligations Aegean shall be responsible for), the name or the principal amount or percentage of the Aegean Notes or Claims held by any Consenting Stakeholder or any of its respective subsidiaries (including, for the avoidance of doubt, any Aegean Notes or Claims, acquired pursuant to any Transfer); provided, however, that Aegean shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Aegean Notes or Claims held by the Consenting Stakeholders collectively. Notwithstanding the foregoing, the Consenting Stakeholders hereby consent to the disclosure of the execution, terms and contents of this Agreement by Aegean in the Restructuring Documents or as otherwise required by law or regulation; provided, however, that (i) if Aegean determines that it is required to attach a material obligation copy of this Agreement, any Joinder or Transfer Agreement to any Restructuring Documents or any other filing or similar document relating to the transactions contemplated hereby, it will redact any reference to or identifying information concerning a specific Consenting Stakeholder and such Consenting Stakeholder's holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of identifying information of any Consenting Stakeholders is required by applicable law, advance notice of the Credit Partiesintent to disclose, and as suchif permitted by applicable law, must shall be filed given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure), it being agreed that there is no requirement to include such information in any filing with the Securities and Exchange Commission (“"SEC”") and through that Aegean shall exercise commercially reasonable efforts to apply for and obtain a confidential treatment order by timely filing a "confidential treatment request" and, in the absence of receiving such action will become publicly availableorder from the SEC, shall redact the identifying information of any Consenting Stakeholders from any SEC filing. Credit Parties agree to submit to Lender and Lender reserves Aegean further agrees that such information shall be redacted from "closing sets" or other representations of the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Documentfully executed Agreement, any of the terms thereof Joinder or any of the transactions contemplated therebyTransfer Agreement. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of Aegean will use commercially reasonable efforts to submit to counsel for the principle terms of Consenting Stakeholders all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by Aegean relating to this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name transactions contemplated hereby and any amendments thereof at least two (2) Business Days in advance of any of Lender’s Affiliates) in connection release and will take such counsel's view with any of its business operations, including without limitation, advertising, marketing or press releases or respect to such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentcommunications into account. Nothing contained in herein shall be deemed to waive, amend or modify the terms of any Loan Document is intended to permit confidentiality agreement or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderarrangement.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Restructuring Support Agreement (Aegean Marine Petroleum Network Inc.)
Confidentiality and Publicity. (a) Lender understands The Mutual Confidentiality and acknowledges that Disclosure Agreement, attached as Exhibit A to the Existing License Agreement is hereby incorporated in this Agreement is a material obligation as though fully set forth herein. All terms used in this Section 9.1 and not otherwise defined herein shall have the meanings assigned to such terms in the Confidentiality Agreement. Subject to this Section 9.1, all information exchanged between or among the Parties prior to, on and after the date of this Agreement shall be subject to and treated in accordance with the terms and conditions of the Credit PartiesConfidentiality Agreement. The Parties agree that from and after the Closing Date, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms with respect to all Confidential Information that does not relate to the Purchased Assets or the Assumed Liabilities.
(b) From and after the Closing Date, all Confidential Information primarily concerning the Purchased Assets and the Assumed Liabilities (the “Buyer Proprietary Information”) shall be used by the Sellers solely as required to perform their respective obligations, exercise or enforce their respective rights under this Agreement (or any Ancillary Agreement), or comply with applicable Law, and as suchfor no other purpose. The Sellers shall not disclose, must be filed or permit the disclosure of, any of the Buyer Proprietary Information to any Person except those Persons to whom such disclosure is necessary to permit the Sellers to perform their respective obligations, exercise or enforce their respective rights under this Agreement (or any Ancillary Agreement), or comply with applicable Law. The Sellers shall treat, and will cause their respective Affiliates and the Securities Representatives and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves advisors of the right to review and approve all materials that Credit Parties Sellers or any of their respective Affiliates prepares that contain Lender’s name to treat, the Buyer Proprietary Information as confidential, using the same degree of care as the Sellers normally employ to safeguard its own confidential information from unauthorized use or describe disclosure, but in no event less than a reasonable degree of care.
(c) All Confidential Information obtained by the Buyer (or refer its Representatives or Affiliates) from the Sellers (or its Representatives or Affiliates) other than the Buyer Proprietary Information (the “Sellers’ Proprietary Information”) shall be used by the Buyer solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any Loan DocumentAncillary Agreement), or comply with applicable Law, and for no other purpose. The Buyer shall not disclose, or permit the disclosure of, any of the terms thereof Sellers Proprietary Information to any person except those persons to whom such disclosure is necessary to permit the Buyer to perform its obligations, exercise or enforce its rights under this Agreement (or any Ancillary Agreement), or comply with applicable Law. The Buyer shall treat, and will cause its Affiliates and the Representatives and advisors of the Buyer or any of their respective Affiliates to treat, the Sellers’ Proprietary Information as confidential, using the same degree of care as the Buyer normally employ to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.
(d) In the event either Party is requested pursuant to, or required by, applicable Law to disclose any of the other Party’s Confidential Information (i.e., the Sellers’ Proprietary Information or the Buyer Proprietary Information, as applicable), it will notify the other Party in a timely manner so that such Party may seek a protective order or other appropriate remedy or, in such Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each Party will cooperate in all reasonable respects, in connection with any reasonable actions to be taken for the foregoing purpose. In any event, the Party requested or required to disclose such Confidential Information may furnish it as requested or required pursuant to applicable Law (subject to any such protective order or other appropriate remedy) without liability hereunder, provided that such Party furnishes only that portion of the Confidential Information which such Party is advised by a reasoned opinion of its counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information.
(e) Except as required by applicable Laws, no Party to this Agreement shall issue any press release or make any public statement regarding the transactions contemplated therebyhereby without the prior approval of the other Parties, and the Parties shall issue a mutually acceptable press release as soon as practicable after the Closing Date. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description the Buyer shall be permitted to make any public statement without obtaining the consent of the principle terms of this Agreement will be Sellers if (i) the disclosure is required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (applicable Laws or the name requirements of any the SEC or NASDAQ Stock Market and (ii) the Buyer has first used its reasonable efforts to consult with (but not to obtain the consent of) the Sellers about the form and substance of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderdisclosure.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Confidentiality and Publicity. A. The Parties (aincluding their Counsel) Lender understands and acknowledges that this shall not issue any press release, website posting or issue any social media content about the Settlement Agreement is a material obligation of the Credit Parties, and as such, must be filed or its terms. The Settling Parties shall respond to media only with the Securities and Exchange Commission (acknowledgment that “SECthe matter was amicably resolved.”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby.
B. Notwithstanding the foregoing, Lender acknowledges the Named Plaintiff, Counsel for the Named Plaintiff, the Defendants and agrees that that a description the Defendants’ Counsel shall have the right to disclose this Agreement as may be required under federal or state tax and/or securities laws, under generally accepted accounting principles and under the ethical rules governing the professional conduct of attorneys, and may disclose the principle Agreement and underlying facts and circumstances thereof in filings in any court. Nothing herein shall limit the ability of Counsel for the Named Plaintiff and Named Plaintiff to communicate with Potential Opt-in Plaintiffs.
C. Nothing in this Settlement Agreement shall prohibit Counsel for the Named Plaintiff or the Defendants’ Counsel from disclosing information concerning this Agreement to the Settlement Claims Administrator and to their employees or their agents to effectuate the terms of this Agreement. Moreover, nothing in this Agreement shall prohibit Defendants from disclosing information concerning this Agreement to their employees or agents to the extent necessary to effectuate the terms of this Agreement will be required or to be stated in other individuals who otherwise have a need to know the Guarantor’s quarterly terms of this Agreement. Defendants and annual reports filed with their Counsel may also disclose the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any terms of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) this Agreement in connection with seeking indemnification and/or contribution from any of its business operationsother person(s) or entit(ies). The Parties may also disclose information concerning this Agreement to their respective Counsel and tax, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall notaudit, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or legal advisors. Counsel for the names Named Plaintiff will promptly notify Defendants’ Counsel of any Credit Parties’ Affiliates) in any advertising, marketing third-party legal demand that they disclose information pertinent to the Settlement or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Settlement Agreement.
(b) Credit D. Nothing herein shall preclude the Settling Parties hereby agree that Lender from enforcing or any Affiliate effectuating the terms of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sourcesthis Agreement.
Appears in 1 contract
Samples: Settlement Agreement
Confidentiality and Publicity. So long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and thereafter, so long as any of the Purchasers own any Warrants, the Put Notes or Underlying Common Stock:
(a) Lender understands Agent and acknowledges that this Agreement is a material obligation of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves each Purchaser reserve the right to review and approve all materials that Credit the Loan Parties or any of their Affiliates prepares prepare that contain Lender’s Agent's or such Purchaser's name or describe or refer to any Loan Purchase Document, any of the terms thereof or any of the transactions contemplated thereby, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit The Loan Parties shall not, and shall not permit any of their Affiliates to, use Lender’s either Agent's or any Purchaser's name (or the name of any of Lender’s Agent's or any Purchasers' Affiliates) in connection with any of its business operations, including without limitationprovided, advertisingthat Loan Parties may disclose the Purchasers' names, marketing the aggregate principal amount of the Loans outstanding and other principal terms of such Loans to (x) prospective purchasers of debt or press releases equity securities of Loan Parties (other than Parent) so long as such Loan Parties inform such prospective purchasers of the confidential nature of such information and such Persons agree in writing not to disclose the same to any other Person and to be bound by the confidentiality provisions of this Agreement, (y) Governmental Authorities regulating the Business in accordance with applicable legal requirements and (z) any other Person to which such disclosure may be necessary in response to any court order, subpoena or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names legal process or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentformal investigative demand. Nothing contained in any Loan Purchase Document is intended to permit or authorize Credit Parties any Loan Party or any of their its Affiliates to contract on behalf of LenderAgent or any Purchaser. The Loan Parties agree that Agent or any Affiliate of Agent may (i) disclose a general description of transactions arising under the Purchase Documents for advertising, marketing or other similar purposes, and (ii) use any Loan Party's name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, provided Agent or Affiliate delivers a copy of such materials to Parent at least five (5) Business Days prior to its initial publication and Parent does not object to such materials prior to the publication date.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender Anything herein to the contrary notwithstanding, "non-public information" shall not include, and Agent and each Purchaser may disclose to any and all Persons, without limitation of any kind, any information with respect to the "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Purchaser relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the Loan Documents, tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Notes and transactions contemplated hereby and by the other Purchase Documents.
(c) Each of Agent and the Purchasers agrees, on behalf of itself and each of its Affiliates, directors, officers, employees and representatives, to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the same nature and in accordance with safe and sound commercial practices, any non-public information regarding Credit Party and its operationssupplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, received provided that nothing herein shall limit the disclosure of such information (a) after such information shall have become public other than through a violation of this Section 13.19(c), (b) to the extent required pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal requirement promulgated or imposed by Lender a court or by a judicial, regulatory, self-regulatory or legislative body, organization, agency or committee or otherwise in connection with any judicial or administrative proceeding (including, without limitation, in response to oral questions, interrogatories or requests for information or documents), (c) to counsel, auditors, accountants, lenders, Affiliates, funding or financing sources for any of the Agent or Purchasers, (d) to any regulatory authority having jurisdiction over the Agent or any Purchasers, (e) to the Agent or any other Purchaser, (f) in connection with any litigation to which any one or more of the Agent or Purchasers is a party, or in connection with the enforcement of rights or remedies hereunder or under any of the Purchase Documents, (g) to any Subsidiary, Affiliate, partner, director, officer or employee of the Agent or any Purchaser provided, such parties agree to be bound by provisions substantially similar to this Section 13.19(c), (h) to any assignee or participant (or prospective assignee or participant) permitted pursuant to Section 13.1 and Article 6 so long as such assignee or participant agrees to be bound by the provisions hereof, or (i) with the consent of Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or such Purchaser has received relevant non-public information supplied to it by the Loan Documents Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not buy, sell, trade or 84 otherwise dispose of any Common Stock during any period that Parent has instructed its lenders directors, officers and employees that any trading is prohibited, provided that such Agent or funding Purchasers has received notice in the same manner as the directors, officers and employees of the Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or financing sourcessuch Purchaser has received relevant non-public information supplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not cause, induce or recommend to any of its Affiliates to buy, sell, trade or otherwise dispose of any Common Stock during any period that the Parent has instructed its directors, officers and employees that any trading is prohibited, provided that such Agent or Purchasers has received notice in the same manner as the directors, officers and employees of Parent. Each of the Agent and the Purchasers further agrees that it will, in accordance with its customary practices, place the Common Stock on its restricted list of securities, if any, which directors, officers and employees of Agent and the Purchasers are instructed not to purchase or sell.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Corrpro Companies Inc /Oh/)
Confidentiality and Publicity. (a) Lender understands Other than as may be required by applicable law and acknowledges that regulation or by any governmental or regulatory authority, no Party shall issue any press release, make any filing with the SEC (other than required under applicable securities law and regulation as reasonably determined in good faith by outside counsel to the Company Parties) or make any other public announcement regarding this Agreement is a material obligation without the consent of the Credit PartiesCompany Parties and the Required Consenting Noteholders, which consent shall not be unreasonably delayed, conditioned, or withheld, and as such, must be filed each Party shall coordinate with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit other Parties agree to submit to Lender and Lender reserves regarding any public statements made, including any communications with the right to review and approve all materials that Credit Parties press, public filings or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed filings with the SEC, and Guarantor and its counsel with respect to this Agreement; for the avoidance of doubt, each Party shall have the final authority in right, without any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior obligation to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalizedother Party, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or decline to comment to the name of any of Lender’s Affiliates) in connection press with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended respect to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Agreement.
(b) Credit Under no circumstances may any Party make any public disclosure of any kind that would disclose the names, particular holdings of Covered Claims/Interests, or the amount of loans or commitments under the DIP Facility of any Consenting Noteholder without the prior written consent of such Consenting Noteholder (it being understood and agreed that each Consenting Noteholder’s signature page to this Agreement and the schedules hereto shall be redacted to remove the name of such Consenting Noteholder and the amount and/or percentage of Covered Claims/Interests held by, and commitments under the DIP Facility of, such Consenting Noteholder); provided that (x) the Company Parties hereby agree that Lender or any Affiliate of Lender may disclose the aggregate holdings of the Consenting Noteholders, but not individual holdings of any and all information concerning the Loan Documentsindividual Consenting Noteholder (which shall be treated as “advisors’ eyes only”), as well as in any information regarding Credit Party and its operations, received by Lender in connection filing with the Loan Documents SEC in respect of this Agreement and (y) the Company Parties may disclose such amounts without consent to the extent that, upon the advice of counsel, it is required to do so by any governmental or regulatory authority or court of competent jurisdiction (including the Bankruptcy Court), or by applicable law, in which case the Company Parties, prior to making such disclosure, shall allow the Consenting Noteholders to whom such disclosure relates reasonable time at its lenders own cost to seek a protective order with respect to such disclosures. The Company Parties shall not name any Consenting Noteholder in any press release without such Consenting Noteholder’s prior written consent.
(c) The Company Parties will submit to counsel to the Consenting Noteholders all press releases and material public securities filings relating to this Agreement or funding the Restructuring and, except where it is not practicable to do so due to exigent circumstances outside of the Company Parties’ control, provide counsel to the Consenting Noteholders a reasonable opportunity to review and comment on such press releases and public filings; provided that Pyxus shall be under no obligation to consult with, or financing sourcesobtain the prior approval of, any other Party as it relates to communications with vendors, customers, and other third parties regarding the general nature of the Restructuring.
Appears in 1 contract
Samples: Restructuring Support Agreement (Pyxus International, Inc.)
Confidentiality and Publicity. (a) Lender understands Borrower agrees, and acknowledges that this Agreement is agrees to cause each of its Affiliates, (i) not to transmit or disclose any provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a material obligation need-to-know basis, or as required by applicable law) without Lender’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree Borrower agrees to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos consent (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentexcept as required by applicable law). Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender shall use its good faith efforts to hold in confidence all information, memoranda, or any Affiliate of extracts furnished to Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender Borrower hereunder or in connection with the Loan Documents negotiation hereof; provided that the Lender may disclose such information (i) to its lenders Affiliates, accountants or funding counsel, (ii) to any regulatory agency having the authority to examine the Lender, (iii) as required by any legal or financing sourcesgovernmental process or otherwise by law (iv) to any Lender Transferee, any proposed Lender Transferee or any Rating Agency, and (v) to the extent that such information shall be publicly available or shall have been known to the Lender independently of any disclosure by the Borrower hereunder or in connection herewith.
Appears in 1 contract
Samples: Loan and Security Agreement (CompuCredit Holdings Corp)
Confidentiality and Publicity. So long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and thereafter, so long as any of the Purchasers own any Warrants, the Put Notes or Underlying Common Stock:
(a) Lender understands Agent and acknowledges that this Agreement is a material obligation of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves each Purchaser reserve the right to review and approve all materials that Credit the Loan Parties or any of their Affiliates prepares prepare that contain LenderAgent’s or such Purchaser’s name or describe or refer to any Loan Purchase Document, any of the terms thereof or any of the transactions contemplated thereby, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit The Loan Parties shall not, and shall not permit any of their Affiliates to, use Lendereither Agent’s or any Purchaser’s name (or the name of any of LenderAgent’s or any Purchasers’ Affiliates) in connection with any of its business operations, including without limitationprovided, advertisingthat Loan Parties may disclose the Purchasers’ names, marketing the aggregate principal amount of the Loans outstanding and other principal terms of such Loans to (x) prospective purchasers of debt or press releases equity securities of Loan Parties (other than Parent) so long as such Loan Parties inform such prospective purchasers of the confidential nature of such information and such Persons agree in writing not to disclose the same to any other Person and to be bound by the confidentiality provisions of this Agreement, (y) Governmental Authorities regulating the Business in accordance with applicable legal requirements and (z) any other Person to which such disclosure may be necessary in response to any court order, subpoena or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names legal process or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentformal investigative demand. Nothing contained in any Loan Purchase Document is intended to permit or authorize Credit Parties any Loan Party or any of their its Affiliates to contract on behalf of LenderAgent or any Purchaser. The Loan Parties agree that Agent or any Affiliate of Agent may (i) disclose a general description of transactions arising under the Purchase Documents for advertising, marketing or other similar purposes, and (ii) use any Loan Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, provided Agent or Affiliate delivers a copy of such materials to Parent at least five (5) Business Days prior to its initial publication and Parent does not object to such materials prior to the publication date.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender Anything herein to the contrary notwithstanding, “non-public information” shall not include, and Agent and each Purchaser may disclose to any and all Persons, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Purchaser relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the Loan Documents, tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Notes and transactions contemplated hereby and by the other Purchase Documents.
(c) Each of Agent and the Purchasers agrees, on behalf of itself and each of its Affiliates, directors, officers, employees and representatives, to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the same nature and in accordance with safe and sound commercial practices, any non-public information regarding Credit Party and its operationssupplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, received provided that nothing herein shall limit the disclosure of such information (a) after such information shall have become public other than through a violation of this Section 13.19(c), (b) to the extent required pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal requirement promulgated or imposed by Lender a court or by a judicial, regulatory, self-regulatory or legislative body, organization, agency or committee or otherwise in connection with any judicial or administrative proceeding (including, without limitation, in response to oral questions, interrogatories or requests for information or documents), (c) to counsel, auditors, accountants, lenders, Affiliates, funding or financing sources for any of the Agent or Purchasers, (d) to any regulatory authority having jurisdiction over the Agent or any Purchasers, (e) to the Agent or any other Purchaser, (f) in connection with any litigation to which any one or more of the Agent or Purchasers is a party, or in connection with the enforcement of rights or remedies hereunder or under any of the Purchase Documents, (g) to any Subsidiary, Affiliate, partner, director, officer or employee of the Agent or any Purchaser provided, such parties agree to be bound by provisions substantially similar to this Section 13.19(c), (h) to any assignee or participant (or prospective assignee or participant) permitted pursuant to Section 13.1 and Article 6 so long as such assignee or participant agrees to be bound by the provisions hereof, or (i) with the consent of Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or such Purchaser has received relevant non-public information supplied to it by the Loan Documents Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not buy, sell, trade or otherwise dispose of any Common Stock during any period that Parent has instructed its lenders directors, officers and employees that any trading is prohibited, provided that such Agent or funding Purchasers has received notice in the same manner as the directors, officers and employees of the Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or financing sourcessuch Purchaser has received relevant non-public information supplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not cause, induce or recommend to any of its Affiliates to buy, sell, trade or otherwise dispose of any Common Stock during any period that the Parent has instructed its directors, officers and employees that any trading is prohibited, provided that such Agent or Purchasers has received notice in the same manner as the directors, officers and employees of Parent. Each of the Agent and the Purchasers further agrees that it will, in accordance with its customary practices, place the Common Stock on its restricted list of securities, if any, which directors, officers and employees of Agent and the Purchasers are instructed not to purchase or sell.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (American Capital Strategies LTD)
Confidentiality and Publicity. (a) Lender understands Borrowers agree, and acknowledges that this Agreement is agree to cause each of its Affiliates, (i) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrowers’ advisors and officers on a material obligation need-to-know basis) without Agent’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties Borrowers agree to submit to Lender Agent and Lender Agent reserves the right to review and approve all materials that Credit Parties Borrowers or any of their its Affiliates prepares prepare that contain LenderAgent’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrowers shall not, and shall not permit any of their its Affiliates to, use LenderAgent’s name (or the name of any of LenderAgent’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without LenderAgent’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrowers or any of their its Affiliates to contract on behalf of LenderAgent.
(b) Credit Parties Borrowers hereby agree that Lender Agent or any Affiliate of Lender Agent may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as any information regarding Credit Party marketing or other similar purposes and its operations(ii) after obtaining Borrowers’ consent, received which consent shall not be unreasonably withheld or delayed, use Borrowers’ names, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(c) Agent and each Lender agree to hold in confidence all information, memoranda, or extracts furnished to Agent by Lender Borrowers hereunder or in connection with the Loan Documents negotiation hereof and following the Closing Date; provided that Agent may disclose such information (i) to its lenders respective Affiliates, accountants or funding counsel, (ii) to any regulatory agency having the authority to examine Agent or financing sourcessuch Lender, (iii) as required by any legal or governmental process or otherwise by law (iv) to any transferee of all or any portion of the Obligations, any proposed transferee of all or any portion of the Obligations permitted hereunder or any rating agency, and (v) to the extent that such information shall be publicly available or shall have been known to Agent independently of any disclosure by the Borrowers hereunder or in connection herewith.
Appears in 1 contract
Samples: Loan and Security Agreement (Secure America Acquisition CORP)
Confidentiality and Publicity. Borrowers, Agent and Lenders agree, and agree to cause each of their respective Affiliates, (ai) Lender understands not to transmit or disclose provision of any Loan Document to any Person (other than to their respective directors, advisors and acknowledges that officers on a need-to-know basis and except as set forth in this Agreement is a material obligation Section 14.10) without the prior written consent of Agent, in the case of Borrowers, or Borrowing Agent, in the case of Agent and Lenders, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities bound by these provisions. Agent and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and each Lender reserves the right to review and approve all materials that Credit Parties Borrowers or any of their Affiliates prepares prepare that contain Agent's or such Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding Each Borrower reserves the foregoingright to review and approve all materials that Agent, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit Lenders or any of their Affiliates toprepare that contain such Borrower's name or describe or refer to any Loan Document, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with the terms thereof or any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consentthe transactions contemplated thereby. Lender similarly agrees that it shall notNo Borrower shall, and shall not permit any of its Affiliates to, use Credit Parties names Agent's or logos any Lender's name (or the names name of any Credit Parties’ of Agent's Affiliates) in connection with any advertisingof its business operations. Neither Agent nor any Lender shall, marketing and shall not permit any of its respective Affiliates to, use any Borrower's name (or press releases or such similar purposes, without Credit Parties prior written consentthe name of any of any Borrower's Affiliates) in connection with any of its business operations. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties any Borrower or any of their its Affiliates to contract on behalf of Agent or any Lender.
(b) Credit Parties hereby , or except as expressly provided in the Loan Documents to permit Agent or any Lender to contract on behalf of any Borrower. Further, Borrowers agree that Agent or any Lender or any Affiliate of Agent or any Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, marketing or other similar purposes, (ii) use any Borrower's or Guarantor's name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, (iii) disclose confidential information (it being understood that with respect to (a) and (b) below 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) (a) to its examiners, lenders, affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees and Participant, (c) as well as required or requested by any information regarding Credit Party and its operationsGovernmental Authority or representative thereof, received (d) to the extent required by Lender applicable laws or regulations or by subpoena or similar legal process, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Documents Document or the enforcement of rights hereunder or thereunder, (f) with the consent of Borrowers or (h) to the extent such information becomes publicly available other than as a result of a breach of this Section or becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrowers or any of its lenders or funding or financing sourcesAffiliates.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Skilled Healthcare Group Inc)
Confidentiality and Publicity. Borrowers, Agent and Lenders agree, and agree to cause each of their respective Affiliates, (ai) Lender understands not to transmit or disclose provision of any Loan Document to any Person (other than to their respective directors, advisors and acknowledges that officers on a need-to-know basis and except as set forth in this Agreement is a material obligation Section 14.10) without the prior written consent of Agent, in the case of Borrowers, or Borrowing Agent, in the case of Agent and Lenders, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities bound by these provisions. Agent and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and each Lender reserves the right to review and approve all materials that Credit Parties Borrowers or any of their Affiliates prepares prepare that contain Agent's or such Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding Each Borrower reserves the foregoingright to review and approve all materials that Agent, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit Lenders or any of their Affiliates toprepare that contain such Borrower's name or describe or refer to any Loan Document, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with the terms thereof or any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consentthe transactions contemplated thereby. Lender similarly agrees that it shall notNo Borrower shall, and shall not permit any of its Affiliates to, use Credit Parties names Agent's or logos any Lender's name (or the names name of any Credit Parties’ of Agent's Affiliates) in connection with any advertisingof its business operations. Neither Agent nor any Lender shall, marketing and shall not permit any of its respective Affiliates to, use any Borrower's name (or press releases or such similar purposes, without Credit Parties prior written consentthe name of any of any Borrower's Affiliates) in connection with any of its business operations. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties any Borrower or any of their its Affiliates to contract on behalf of Agent or any Lender.
(b) Credit Parties hereby , or except as expressly provided in the Loan Documents to permit Agent or any Lender to contract on behalf of any Borrower. Further, Borrowers agree that Agent or any Lender or any Affiliate of Agent or any Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, marketing or other similar purposes, (ii) use any Borrower's or Guarantor's name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, (iii) disclose confidential information (it being understood that with respect to (a) and (b) below 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)
(a) to its examiners, lenders, affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees and Participant, (c) as well as required or requested by any information regarding Credit Party and its operationsGovernmental Authority or representative thereof, received (d) to the extent required by Lender applicable laws or regulations or by subpoena or similar legal process, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Documents Document or the enforcement of rights hereunder or thereunder, (f) with the consent of Borrowers or (h) to the extent such information becomes publicly available other than as a result of a breach of this Section or becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrowers or any of its lenders or funding or financing sourcesAffiliates.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Skilled Healthcare Group Inc)
Confidentiality and Publicity. (a) Lender understands 1. All business-sensitive and acknowledges competitive information which is marked as such and which is disclosed by either party to the other party during the negotiation of this Agreement, as well as information generated during the performance of the services contemplated herein, including but not limited to volumes, prices, and types of calls, are proprietary and confidential to the disclosing party and shall not be disclosed to a third party or an affiliate. Also, neither party shall use this information except to perform duties pursuant to this Agreement. Each party shall use the same standard of care to protect such information of the disclosing party as it uses to protect its own similar confidential and proprietary information unless such information was previously known to such party free of any obligation to keep it confidential, or has been or is subsequently made public by the disclosing party or a third party.
2. Unless otherwise required by applicable law or regulatory agency, each party agrees that it shall not, without prior written consent of the other party, make any news release, public announcement, or denial or confirmation of the whole or any part of their Agreement which names the other party, except that the parties may inform customers and entities affected by the Agreement, such as LECs, about the parties' relationship and describe the provisions set forth herein which affect such parties for their internal circulation only.
3. Both parties acknowledge that this Agreement is a material obligation contains confidential information which may be considered proprietary by either or both parties, and, except to the extent otherwise provided in this Agreement, agree to limit distribution of the Credit PartiesAgreement to those individuals in their respective organizations and their attorneys, accountants, and as suchother professionals, must with a need to know the contents of this Agreement. Either party may disclose or provide copies of all or part of this Agreement to meet the requirements of a court, regulatory body or government agency having jurisdiction, but shall use its best efforts to seek commercial confidential status of the Agreement to the extent such designation can be secured, and shall provide at least five business days' written or faxed notice to the other party before such disclosed or provision of all or part of this Agreement.
4. THI agrees to submit to [Confidential information set forth here has been filed separately with the Securities and Exchange Commission (“SEC”) under Rule 24b-2 under the Securities Exchange Act of 1934] all advertising, sales promotions, press releases, and through such action will become publicly available. Credit Parties agree other publicity matters relating to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in or mentioning or implying the Guarantor’s quarterly and annual reports trade names, logos, trademarks or service marks (collectively called "Marks") of [Confidential information set forth here has been filed separately with the SEC, Securities and Guarantor and its counsel shall have Exchange Commission under Rule 24b-2 under the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any Securities Exchange Act of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with 1934] and/or any of its business operationsaffiliated companies or language from which the connection of said Marks therewith may be inferred or implied, including without limitation, advertising, marketing or press releases mentioning or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or implying the names of any Credit Parties’ Affiliates) in personnel of [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] and/or any of its affiliated companies. THI further agrees not to publish or use such advertising, marketing sales promotions, press releases, or press releases or such similar purposes, publicity matters without Credit Parties [Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934]'s prior written consent. Nothing contained , and agrees in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all no circumstance shall THI use such marks in such a way which would signify [Confidential information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection set forth here has been filed separately with the Loan Documents to its lenders Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] or funding or financing sources[Confidential information set forth here has been filed separately with the Securities and Exchange Commission under Rule 24b-2 under the Securities Exchange Act of 1934] endorsement of THI.
Appears in 1 contract
Samples: Service Agreement (Evercom Inc)
Confidentiality and Publicity. (a) Lender understands and acknowledges that this a. The Settling Parties shall not issue any press release about the Settlement Agreement is a material obligation of the Credit Parties, and as such, must be filed or its terms. The Settling Parties shall respond to media only with the Securities and Exchange Commission (acknowledgment that “SECthe matter was amicably resolved.”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby.
b. Notwithstanding the foregoing, Lender acknowledges the Named Plaintiffs, Plaintiffs’ Counsel, the UMass Defendants and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its UMass Defendants’ counsel shall have the final authority right to disclose this Agreement as may be required under federal or state tax and/or securities laws, under generally accepted accounting principles and under the ethical rules governing the professional conduct of attorneys, and may disclose the Settlement in filings in any wording so disclosed; providedcourt. Nothing herein shall limit the ability of Named Plaintiffs, howeverPlaintiffs’ Counsel, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall notCollective Members, and Class Members to
c. Nothing in this Settlement Agreement shall not permit any of their Affiliates to, use Lender’s name (prohibit Plaintiffs’ Counsel or the name UMass Defendants’ Counsel from disclosing information concerning this Settlement Agreement to the Claims Administrator and to their employees or their agents to effectuate the terms of any this Settlement Agreement. Moreover, nothing in this Settlement Agreement shall prohibit the UMass Defendants from disclosing information concerning this Settlement Agreement to their employees or agents to the extent necessary to effectuate the terms of Lender’s Affiliates) this Settlement Agreement or to other individuals who otherwise have a need to know the terms of this Settlement Agreement. The UMass Defendants and their counsel may also disclose the terms of this Settlement Agreement in connection with seeking indemnification and/or contribution from any of its business operationsother person(s) or entit(ies). The Settling Parties may also disclose information concerning this Agreement to their respective counsel and tax, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall notaudit, and legal advisors.
d. Nothing in this Settlement Agreement shall not permit any of its Affiliates to, use Credit Parties names or logos (prohibit Plaintiffs’ Counsel or the names UMass Defendants’ counsel from disclosing this Settlement Agreement to counsel for any other defendant in this Lawsuit or Related Lawsuits.
e. Plaintiffs’ Counsel will promptly notify the UMass Defendants’ Counsel of any Credit Parties’ Affiliates) in any advertising, marketing third-party legal demand that they disclose information pertinent to the Settlement or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Settlement Agreement.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Settlement Agreement
Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is a material obligation of the Each Credit PartiesParties agrees, and as suchagrees to cause each of its Subsidiaries, must be filed (i) except to the extent required by applicable law or regulations (in which case, except in connection with the Securities Act and the Securities Exchange Commission Act, as amended, and the rules thereunder, each Credit Party shall, and shall cause its Subsidiaries to, use its best efforts to obtain confidential treatment of such information), not to transmit or disclose any provision of any Loan Document to any Person (“SEC”other than to such Credit Party’s directors, advisors, counsel, accountants, officers and employees on a need-to-know basis), in any such case without Agent’s prior written consent, and (ii) to inform all Persons receiving information related to the Loan Documents, except through disclosure pursuant to the Securities Act and through such action will become publicly availablethe Securities Exchange Act, as amended, and the rules thereunder, of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions. Except for filings submitted pursuant to the Securities Act and the Securities Exchange Act, and the rules thereunder, the Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all shall provide in writing any materials that the Credit Parties or any of their Affiliates prepares Subsidiaries prepare that contain Agent’s or any Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoingthereby prior to its use, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SECdisclosure or distribution, and Guarantor Agent and its counsel each Lender reserves the right to review and approve in advance (which approval shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear not be unreasonably withheld or delayed) all such language with the Lender prior to any filingmaterials. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. The Credit Parties shall not, and shall not permit any of their Affiliates Subsidiaries to, use either Agent’s or any Lender’s name (or the name of any of Agent’s or any Lender’s Affiliates) in connection with any of its business operationsBusiness; provided, including without limitationthat Borrower may disclose the Lenders’ names, advertising, marketing the aggregate principal amount of the Loan outstanding and other principal terms of such Loan to (x) its shareholders and other equity owners and prospective purchasers of debt or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, equity securities of Borrower and shall not permit any of its Affiliates to, use Credit Parties names or logos (or y) Governmental Authorities regulating the names of any Credit Parties’ Affiliates) Business in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentaccordance with applicable legal requirements. Nothing contained in any Loan Document is intended to permit or authorize any Credit Parties Party or any of their Affiliates its Subsidiaries to contract on behalf of Agent or any Lender. Notwithstanding the foregoing, copies of the Loan Documents and information concerning the applicable provisions of such Loan Documents may be delivered to each holder of the Subordinated Notes in connection with matters relating to the Seller Subordination Agreement.
(b) Agent and each Lender agree to exercise their best efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all non-public information that any Credit Party or Subsidiary thereof furnishes to Agent or such Lender on a confidential basis clearly identified as such (“Confidential Information”), other than any such Confidential Information that becomes generally available to the public other than as a result of a breach by Agent or any Lender of its obligations hereunder or that is or becomes available to Agent or any Lender from a source other than a Credit Party and that is not, to the actual knowledge of the recipient thereof, subject to obligations of confidentiality with respect thereto; provided, however, that Agent and each Lender shall, in any event, have the right to deliver copies of any such information, and to disclose any such information, to:
(i) its affiliates, lenders, funding or financing sources (or its affiliates’ or lenders’ funding or financing sources), portfolio management services and partners that are obligated to maintain the confidentiality of such Confidential Information;
(ii) directors, officers, trustees, employees, agents, attorneys, professional consultants, and rating agencies;
(iii) any other Lender and any successor Agent;
(A) subject to provisions substantially similar to those contained in this Section 12.10, any potential Transferee or Participant, or (B) any Person if the disclosure consists of general portfolio information and does not identify any Credit Party specifically by name;
(v) any regulatory authority or examiner, or any insurance industry association, regulating or having jurisdiction over Agent or any Lender and requiring or requesting such disclosure; and
(vi) any other Person to which such delivery or disclosure may be necessary (A) in compliance with any applicable law, rule, regulation or order, (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any litigation to which Agent or such Lender is a party, or (D) in connection with the exercise or enforcement, or potential exercise or enforcement, of any of the rights and/or remedies of Agent and/or the Lenders under this Agreement and the other Loan Documents at any time during the existence of an Event of Default. Should Agent or any Lender be required to disclose any such information by virtue of a subpoena or similar process by any court, tribunal, or agency pursuant to items (v) or (vi) above, then Agent or such Lender shall promptly notify the applicable Credit Party thereof so as to allow such Credit Party, at its sole cost and expense, to seek a protective order or to take any other appropriate action to protect its rights. Further, the foregoing notwithstanding, the Credit Parties hereby agree that Agent, any Lender or any Affiliate of Agent or any Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan Documents, as well as the Revolving Loan Documents and the Related Documents for advertising, marketing or other similar purposes, and (ii) use any information regarding Credit Party and its operationsParty’s name, received by Lender logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(c) The obligations of Agent and Lenders under this Section 12.10 shall supersede and replace the Loan Documents obligations of Agent and Lenders under any confidentiality agreement in respect of the financing evidenced hereby executed and delivered by Agent or any Lender prior to its lenders or funding or financing sourcesthe date hereof.
Appears in 1 contract
Confidentiality and Publicity. A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (a48) Lender understands hours of disclosure, that the information and acknowledges that materials are "Confidential", each party agrees to maintain such information in accordance with the terms of this Agreement is and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Buyer and Seller. At a material obligation minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the Credit Partiesnon-disclosing party. Seller's employees who access Buyer's facilities may be required to sign a separate access agreement prior to admittance to Buyer's facilities. Furthermore, Seller will furnish a copy of Addendum C to each of its employees, agents and subcontractors who perform work or Services on Buyer's premises or facilities or otherwise has access to Buyer's classified and proprietary information, networks or software, and as suchwill take reasonable steps to assure Buyer that all such have read and understood Addendum C. Seller shall not use any of the confidential information created for Buyer other than for Buyer.
B. If access is necessary and directly related to Seller's scope of work or duties, must Seller's employees, agents or subcontractors may be filed granted authorization to use or access Intel information, software, or telecommunications by Buyer's information owner. Unless specifically authorized, Seller, its employees, agents or subcontractors may not use or access Intel classified or proprietary information that may be happened upon or inadvertently discovered while performing work under this Agreement. Neither may Seller, its employees, agents or subcontractors control an Intranet web site at Intel. Without limiting the obligations contained in Paragraph A above, if Seller's employees, agents or subcontractors perform work or Services on Buyer's premises or facilities or otherwise have access to Intel's classified and proprietary information, (regardless of the medium (Buyer's or Seller's) in or on which it is retained or communicated), software, or Buyer's computer networks or systems, (including, but not limited to, NT, Novell, Pathworks, VAX, Unix,omets, Workstream, IWCS, and IBM computer systems, application programs, and databases), Seller shall ensure that any such employee, agent, or subcontractor shall not modify such classified or proprietary information, software, hardware, or telecommunications without the prior written consent of the Buyer employee responsible for the resource, with the exception of contract-related requirements or resources that allow for individual customization (e.g., Microsoft Windows user features). For Seller's employees, agents or subcontractors who are granted access Buyer's computer networks or systems, as referenced above, Seller shall also ensure that any such employees, agents, or subcontractors shall treat all Intel data and information accessed from such system(s) in the same manner as Intel's confidential information designated in paragraph A above. In addition, Seller, its employees, agents, or subcontractors may not: (i) use or disclose for any purpose any aspect or portion of third party data or information which it may access from Buyer's premises, computers, 12 *** Confidential material redacted and submitted separately to the Commission or electronic networks unless it first obtains the third party's written consent; or (ii) make electronic or hard copies of Intel's information extracted from Buyer's computer system(s) confidential information or obtained in other forms on Buyer's premises, unless it clearly marked and treated as Intel's confidential information. Except with Buyer's prior written consent, no such copies may be removed from, transmitted out of, Buyer's facility or networks or given to Seller's other employees or representatives except those employees or representatives within Buyer's facility with a need to know
C. Neither party may use the other party's name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves filing requirements or disclose the right to review and approve all materials that Credit Parties or existence of this Agreement, nor any of their Affiliates prepares that contain Lender’s name its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the disclosing party shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the disclosing party shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with any obtaining services from such third parties. The obligations stated in this section shall survive the expiration or termination of its this Agreement.
D. Neither party may use the other party's name or trademarks in advertisements, brochures, banners, letterhead, business operationscards, including reference lists, or similar advertisements without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior the other's written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Purchase Agreement (Cohu Inc)
Confidentiality and Publicity. No Party shall (a) Lender understands use the name or any other identifying information of any Consenting Stakeholders in any communication (including a press release, pleading or other publicly available document) (other than a communication with the legal, accounting, financial and acknowledges other advisors to Aegean who are under obligations of confidentiality to Aegean with respect to such communication, and whose compliance with such obligations Aegean shall be responsible for) without such Consenting Stakeholder's prior written consent or (b) disclose to any person (including for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and other advisors to Aegean (who are under obligations of confidentiality to Aegean with respect to such disclosure, and whose compliance with such obligations Aegean shall be responsible for), the name or the principal amount or percentage of the Claims/Interests held by any Consenting Stakeholder or any of its respective subsidiaries (including, for the avoidance of doubt, any Claims/Interests acquired pursuant to any Transfer); provided, however, that Aegean shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims/Interests held by the Consenting Stakeholders collectively. Notwithstanding the foregoing, the Consenting Stakeholders hereby consent to the disclosure of the execution, terms and contents of this Agreement by Aegean in the Restructuring Documents or as otherwise required by law or regulation; provided, however, that (i) if Aegean determines that it is required to attach a material obligation copy of this Agreement, any Joinder or Transfer Agreement to any Restructuring Documents or any other filing or similar document relating to the transactions contemplated hereby, it will redact any reference to or identifying information concerning a specific Consenting Stakeholder and such Consenting Stakeholder's holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of identifying information of any Consenting Stakeholders is required by applicable law, advance notice of the Credit Partiesintent to disclose, and as suchif permitted by applicable law, must shall be filed given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure), it being agreed that there is no requirement to include such information in any filing with the Securities and Exchange Commission (“"SEC”") and through that Aegean shall exercise commercially reasonable efforts to apply for and obtain a confidential treatment order by timely filing a "confidential treatment request" and, in the absence of receiving such action will become publicly availableorder from the SEC, shall redact the identifying information of any Consenting Stakeholders from any SEC filing. Credit Parties agree to submit to Lender and Lender reserves Aegean further agrees that such information shall be redacted from "closing sets" or other representations of the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Documentfully executed Agreement, any of the terms thereof Joinder or any of the transactions contemplated therebyTransfer Agreement. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of Aegean will use commercially reasonable efforts to submit to counsel for the principle terms of Consenting Stakeholders all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by Aegean relating to this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name transactions contemplated hereby and any amendments thereof at least two (2) Business Days in advance of any of Lender’s Affiliates) in connection release and will take such counsel's view with any of its business operations, including without limitation, advertising, marketing or press releases or respect to such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentcommunications into account. Nothing contained in herein shall be deemed to waive, amend or modify the terms of any Loan Document is intended to permit confidentiality agreement or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderarrangement.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Restructuring Support Agreement (Aegean Marine Petroleum Network Inc.)
Confidentiality and Publicity. (a) Lender understands Other than as may be required by applicable law and acknowledges that regulation or by any governmental or regulatory authority, no Party shall issue any press release, make any filing with the SEC (other than required under applicable securities law and regulation as reasonably determined in good faith by outside counsel to the Ultra Entities) or make any other public announcement regarding this Agreement is a material obligation without the consent of the Credit Ultra Entities and the Required Consenting Parties, which consent shall not be unreasonably delayed, conditioned, or withheld, and as such, must be filed each Party shall coordinate with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit other Parties agree to submit to Lender and Lender reserves regarding any public statements made, including any communications with the right to review and approve all materials that Credit Parties press, public filings or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed filings with the SEC, and Guarantor and its counsel with respect to this Agreement; for the avoidance of doubt, each Party shall have the final authority in right, without any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior obligation to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalizedother Party, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or decline to comment to the name of any of Lender’s Affiliates) in connection press with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended respect to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Agreement.
(b) Credit Parties hereby agree Under no circumstances may any Party make any public disclosure of any kind that Lender would disclose (i) the particular holdings of any Plan Support Party or (ii) the identity of any Affiliate Plan Support Party, in each case without the prior written consent of Lender such Plan Support Party; provided, that (W) the Ultra Entities may disclose such identities and the aggregate holdings of the Consenting HoldCo Noteholders and the Consenting HoldCo Equityholders, respectively, but not individual holdings of any individual Plan Support Party (which shall be treated as “advisors’ eyes only”) in any filing with the SEC in respect of this Agreement and in any materials filed in the Chapter 11 Cases in support of the Approval Motion; (X) the Ultra Entities may disclose such identities or amounts without consent to the extent that, upon the advice of counsel, it is required to do so by any governmental or regulatory authority (including as it may be directed by the Securities and Exchange Commission) or court of competent jurisdiction (including the Bankruptcy Court), or by applicable law, in which case the Ultra Entities, prior to making such disclosure, shall allow the Plan Support Parties to whom such disclosure relates reasonable time at its own cost to seek a protective order with respect to such disclosures, (Y) the Ultra Entities may disclose the existence and terms of this Agreement, including the execution of this Agreement by the Plan Support Parties, and (Z) the Ultra Entities may disclose the aggregate percentage or aggregate principal amount held by the Consenting HoldCo Noteholders and the Consenting HoldCo Equityholders, respectively. The Ultra Entities shall not use the name of any Plan Support Party in any press release without such Party’s prior written consent.
(c) The Ultra Entities will issue a press release announcing this Agreement on November 22, 2016 and provide the HoldCo Noteholder Committee and counsel to the Equityholder Committee with a draft of such press release and all information concerning xxxxxx xxxxx releases, public filings, public announcements or other communications with any news media relating to this Agreement or the Loan DocumentsRestructuring Transactions at least one (1) business day prior to issuing such releases, filings, announcements or other communications; provided, that the Ultra Entities shall be under no obligation to consult with, or obtain the prior approval of, any other Party as well as any information it relates to communications with vendors, customers and other third parties regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sourcesgeneral nature of the Restructuring Transactions.
Appears in 1 contract
Confidentiality and Publicity. (a) Lender understands Other than as may be required by applicable law and acknowledges that regulation or by any governmental or regulatory authority, no Party shall issue any press release, make any filing with the SEC (other than required under applicable securities law and regulation as reasonably determined in good faith by outside counsel to the Debtors) or make any other public announcement regarding this Agreement is a material obligation without the consent of the Credit PartiesDebtors and the Required Consenting Stakeholders, which consent shall not be unreasonably delayed, conditioned, or withheld, and as such, must be filed each Party shall coordinate with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit other Parties agree to submit to Lender and Lender reserves regarding any public statements made, including any communications with the right to review and approve all materials that Credit Parties press, public filings or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed filings with the SEC, and Guarantor and its counsel with respect to this Agreement; for the avoidance of doubt, each Party shall have the final authority in right, without any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior obligation to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalizedother Party, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or decline to comment to the name of any of Lender’s Affiliates) in connection press with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended respect to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderthis Agreement.
(b) Credit Parties hereby agree Under no circumstances may any Party make any public disclosure of any kind that Lender or would disclose the particular holdings of Covered Claims of any Affiliate Consenting Stakeholder without the prior written consent of Lender such Consenting Stakeholder; provided that (x) the Debtors may disclose the aggregate holdings of the Consenting Noteholders and the Consenting First Lien Lenders, but not individual holdings of any and all information concerning the Loan Documentsindividual Consenting Stakeholder (which shall be treated as “advisors’ eyes only”), as well as in any information regarding Credit Party and its operations, received by Lender in connection filing with the Loan Documents SEC in respect of this Agreement and (y) the Debtors may disclose such amounts without consent to the extent that, upon the advice of counsel, it is required to do so by any governmental or regulatory authority or court of competent jurisdiction (including the Bankruptcy Court), or by applicable law, in which case the Debtors, prior to making such disclosure, shall allow the Consenting Stakeholders to whom such disclosure relates reasonable time at its lenders own cost to seek a protective order with respect to such disclosures. The Debtors shall not use the name of any Consenting Stakeholder in any press release without such Party’s prior written consent.
(c) The Debtors will submit to counsel to the Consenting Noteholders all press releases and material public filings relating to this Agreement or funding the Restructuring and provide counsel to the Consenting Noteholders a reasonable opportunity to review and comment on such press releases and public filings; provided that Quorum shall be under no obligation to consult with, or financing sourcesobtain the prior approval of, any other Party as it relates to communications with vendors, customers, and other third parties regarding the general nature of the Restructuring.
Appears in 1 contract
Samples: Restructuring Support Agreement (Quorum Health Corp)
Confidentiality and Publicity. (a) Lender understands Each of the Company and acknowledges Parent hereby agrees that the information obtained pursuant to the negotiation and execution of this Agreement is a material obligation of or the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any effectuation of the transactions contemplated therebyhereby, shall be governed by the terms of the Confidentiality Agreement dated October 1, 2015 by and between Parent and Xxxxxxx Xxxxx & Company, L.L.C., as agent for the Company (“Existing NDA”), to be applied as if the Company were a direct party thereto and as if the confidentiality and use restrictions therein were made on a mutually reciprocal basis, such that references in the Existing NDA to the Parent (by its name or as “you” or “your”) also apply to and are obligations of the Company.
(b) Within one (1) Business Day from the Agreement Date, Parent shall issue a press release announcing the transaction contemplated by this Agreement (the “Parent Press Release”), subject to the Company’s prior consent, which consent will not be unreasonably withheld, conditioned or delayed. The Company and Battery Ventures may issue a press release after the Parent Press Release, subject to Parent’s prior consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that such press release shall contain the same information as is contained in the Parent Press Release. Except as set forth in this Section 4.7, no party shall issue any press release or otherwise make any public statement or other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby without the prior written approval of Parent, except as may be required by law or by obligations pursuant to any listing agreement with any national securities exchange. Notwithstanding the foregoing, Lender acknowledges and agrees following Closing the Securityholder Representative shall be permitted to publicly announce that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings it has been finalized, it can continue engaged to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or serve as the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender Securityholder Representative in connection with the Loan Documents to its lenders Merger as long as such announcement does not disclose any of the other terms of the Merger or funding or financing sourcesthe other transactions contemplated herein.
Appears in 1 contract
Samples: Merger Agreement (Resmed Inc)
Confidentiality and Publicity. 7.1 Each party agrees to provide to the other party such information as shall be reasonably necessary to permit the other party to perform its obligations hereunder. Each party hereto shall identify as confidential information ("Confidential Information") all information -7- 8 provided by such party to the other party which is considered by such providing party to be confidential, proprietary information. Except as set forth in Section 7.2, neither party hereto will, without the prior written consent of the party providing such Confidential Information, (i) use any portion of such Confidential Information for any purpose other than performance pursuant to this Agreement, or (ii) disclose any, portion of such Confidential Information to any person or entity other than the officers and employees of such party and its affiliates (as defined in Section 8.15) who reasonably need to have access to the Confidential Information for purposes of performance under this Agreement and who are bound by appropriate confidentiality agreements and commitments consistent with those utilized by such party in protecting its own confidential information. The obligations of a recipient party with respect to Confidential Information shall remain in effect except to the extent that: (a) Lender understands such Confidential Information becomes generally available to the public other than as a result of unauthorized disclosure by the recipient or persons to whom such recipient has made the information available; (b) such Confidential Information has been released without restriction by the party providing the Confidential Information to another person or entity; (c) the recipient can demonstrate that such Confidential Information was received by such recipient on a non-confidential basis, prior to receipt from the other party, from a third party lawfully possessing and acknowledges that lawfully entitled to disclose such information; or (d) such Confidential Information is required to be released pursuant to a court order or an administrative proceeding. Confidential Information shall remain the property of the disclosing party, and shall be returned to the disclosing party upon satisfaction or completion of the performance obligations under this Agreement is a material obligation with respect to which such Confidential Information was disclosed. Each recipient party agrees to safeguard Confidential Information utilizing the same degree of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through care utilized by such action will become publicly availablerecipient party in protecting its own confidential information. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle The terms of this Agreement will shall be required deemed to be stated Confidential Information for purposes of this Article 7.
7.2 It is understood and acknowledged by the parties that Troux xxxl be offering Energy Management Services in conjunction with Oglethorpe Power Corporation ('OPC") and the Guarantor’s quarterly National Rural Electric Cooperative Association ("NRECA"). Troux xxxl therefore provide certain Confidential Information specifically relating to Energy Management Services to OPC and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosedNRECA on an ongoing basis; provided, however, that Guarantor will attempt in no event shall Troux xxxvide Confidential Information relating to clear such language with CyberNet or terms of this Agreement to OPC or NRECA without obtaining CyberNet's prior written consent.
7.3 The parties further agree that, except as specified below, any press release generated by a party regarding this Agreement or the Lender prior bandwidth capacity, services or Troux Xxxnt provided hereunder in which a party desires to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or mention the name of any of Lender’s Affiliates) in the other party or the other party's affiliates shall be submitted to the non-publishing party for its written approval prior to publication. CyberNet may advise its customers that facilities and services are provided by Troux xx connection with any of the services which CyberNet furnishes to its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consentcustomers. Lender similarly agrees Troux xxx advise its customers that it shall not, bandwidth capacity and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received services are provided by Lender CyberNet in connection with the Loan Documents services which Troux xxxnishes to its lenders or funding or financing sourcescustomers. However, neither party shall represent that the other party jointly participates in rendering services to such party's customers.
Appears in 1 contract
Samples: Telecommunications Facility Lease and Bandwidth Capacity Agreement (Knology Holdings Inc /Ga)
Confidentiality and Publicity. (aA) Lender understands Borrower agrees, and acknowledges that this Agreement is agrees to cause each of its Affiliates, (i) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrower's advisors and officers on a material obligation need-to-know basis) without Lender's prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree Borrower agrees to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s 's name (or the name of any of Lender’s 's Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties 's prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(bB) Credit Parties Borrower hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as marketing or other similar purposes and (ii) use Borrower's or any information regarding Credit Party and its operationsof Borrower's Affiliate's name, received by Lender logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(C) Lender shall exercise commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all written non-public information of Borrower that Borrower furnishes on a confidential basis (“Confidential Information”), other than any such Confidential Information that becomes generally available to the Loan Documents public or becomes available to Lender from a source other than Borrower that is not known to such recipient to be subject to confidentiality obligations; provided, that Lender and its lenders respective Affiliates shall have the right to disclose Confidential Information to:
(i) Borrower or its Affiliates;
(ii) such Person's Affiliates;
(iii) such Person's or such Person's Affiliates' lenders, funding or financing sources.;
(iv) such Person's or such Person's Affiliates' directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, professional consultants, portfolio management services and rating agencies;
(v) any Person to whom Lender offers or proposes to offer to sell, assign or transfer the Loan or any part thereof or any interest or participation therein;
(vi) any Person that provides statistical analysis and/or information services to Lender or any of their respective Affiliates;
(vii) any Governmental Authority to which Lender is subject at the request or pursuant to any requirement of such Governmental Authority, or in connection with an examination of Lender by any such Governmental Authority; and
Appears in 1 contract
Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)
Confidentiality and Publicity. (a) Borrower agrees, and agrees to cause each of its Affiliates, (i) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a need-to-know basis) without Lender’s prior written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions; provided, however, that Lender understands and acknowledges that Borrower intends to file a copy of this Agreement is a as an exhibit to its periodic reports and will be required to refer to certain material obligation provisions of the Credit PartiesLoan Documents in its SEC filings from time to time, and as such, must be filed no consent of Lender is required in connection with these disclosures (the Securities and Exchange Commission (“SECSEC Disclosures”) and through such action will become publicly available). Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby, other than the SEC Disclosures. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or than the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentSEC Disclosures. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties . Further, Borrower hereby agree agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as marketing or other similar purposes and (ii) use Borrower’s or any information regarding Credit Party and its operationsGuarantor’s name, received by Lender logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(b) Lender agrees that it shall keep confidential any proprietary information given to it by Borrower (including information given to it pursuant to Section 6.7 or Section 6.1 or otherwise); provided, however, that this restriction shall not apply to information which (i) has at the Loan Documents time in question entered the public domain other than by reason of breach of this provision by Lender, (ii) is required to its be disclosed by law or by any order, rule or regulation of any court or governmental agency, or authority, or is disclosed to any Transferee, Affiliates, lenders and other funding sources of Lender, auditors, attorneys, or funding agents of Lender so long as Lender requests that such Person or financing sourcesPersons keep such information confidential in accordance with the terms of the confidentiality provisions of this Section 12.10. With respect to clause (ii) of the preceding sentence, Lender shall promptly notify Borrower and shall use commercially reasonable efforts to obtain or provide Borrower with the opportunity to obtain confidential treatment of such information by the court, governmental agency, authority or other disclosee.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Women First Healthcare Inc)
Confidentiality and Publicity. No Party shall (a) Lender understands use the name or any other identifying information of any Consenting Stakeholders in any communication (including a press release, pleading or other publicly available document) (other than a communication with the legal, accounting, financial and acknowledges other advisors to Aegean who are under obligations of confidentiality to Aegean with respect to such communication, and whose compliance with such obligations Aegean shall be responsible for) without such Consenting Stakeholder’s prior written consent or (b) disclose to any person (including for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial and other advisors to Aegean (who are under obligations of confidentiality to Aegean with respect to such disclosure, and whose compliance with such obligations Aegean shall be responsible for), the name or the principal amount or percentage of the Aegean Notes or Claims held by any Consenting Stakeholder or any of its respective subsidiaries (including, for the avoidance of doubt, any Aegean Notes or Claims, acquired pursuant to any Transfer); provided, however, that Aegean shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Aegean Notes or Claims held by the Consenting Stakeholders collectively. Notwithstanding the foregoing, the Consenting Stakeholders hereby consent to the disclosure of the execution, terms and contents of this Agreement by Aegean in the Restructuring Documents or as otherwise required by law or regulation; provided, however, that (i) if Aegean determines that it is required to attach a material obligation copy of this Agreement, any Joinder or Transfer Agreement to any Restructuring Documents or any other filing or similar document relating to the transactions contemplated hereby, it will redact any reference to or identifying information concerning a specific Consenting Stakeholder and such Consenting Stakeholder’s holdings (including before filing any pleading with the Bankruptcy Court) and (ii) if disclosure of identifying information of any Consenting Stakeholders is required by applicable law, advance notice of the Credit Partiesintent to disclose, and as suchif permitted by applicable law, must shall be filed given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure), it being agreed that there is no requirement to include such information in any filing with the Securities and Exchange Commission (“SEC”) and through that Aegean shall exercise commercially reasonable efforts to apply for and obtain a confidential treatment order by timely filing a “confidential treatment request” and, in the absence of receiving such action will become publicly availableorder from the SEC, shall redact the identifying information of any Consenting Stakeholders from any SEC filing. Credit Parties agree to submit to Lender and Lender reserves Aegean further agrees that such information shall be redacted from “closing sets” or other representations of the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Documentfully executed Agreement, any of the terms thereof Joinder or any of the transactions contemplated therebyTransfer Agreement. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of Aegean will use commercially reasonable efforts to submit to counsel for the principle terms of Consenting Stakeholders all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by Aegean relating to this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name transactions contemplated hereby and any amendments thereof at least two (2) Business Days in advance of any of Lenderrelease and will take such counsel’s Affiliates) in connection view with any of its business operations, including without limitation, advertising, marketing or press releases or respect to such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentcommunications into account. Nothing contained in herein shall be deemed to waive, amend or modify the terms of any Loan Document is intended to permit confidentiality agreement or authorize Credit Parties or any of their Affiliates to contract on behalf of Lenderarrangement.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Restructuring Support Agreement
Confidentiality and Publicity. (a) Lender understands and acknowledges that At all times during this Agreement is and for a material obligation three (3)-year period of time thereafter, each Party will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any trade secret, proprietary software, source code, intellectual property, and any and all other confidential information or knowledge obtained or acquired by the other Party either directly or indirectly during the terms of this Agreement without the prior written authorization of a duly authorized officer or agent of the Credit PartiesParty possessing the proprietary interest in such confidential or proprietary information. Each Party agrees that neither it nor any of its contractors or subcontractors or third party customers or any entity with which Party has a business or contractual arrangement will publish or release to any other party any materials or information relating to this Agreement without the other Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of any of the other Party’s affiliates, and as suchsubsidiaries or entities in any announcements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the other Party. In the case of the Company, approval must be sent to Vice President/manager of Company’s Corporate Communications Department in Oklahoma City, Oklahoma. In the case of Contractor, approval must be sent to Corporate Communications in Houston, Texas. Notwithstanding the foregoing, this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to be disclosed (i) by the rules of any stock exchange on which the shares of any Party or any of their respective affiliates are listed or (ii) in registration statements or reports filed by any Party or any of their respective affiliates with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderCommission.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Sand Storage and Transload Agreement (Solaris Oilfield Infrastructure, Inc.)
Confidentiality and Publicity. (a) Lender understands and acknowledges that At all times during this Agreement is and for a material obligation three (3)-year period of time thereafter, each Party will take reasonable steps to assure that neither such Party nor their respective officers, agents, successors or assigns, shall divulge, disclose or appropriate to its own use or to the use of others, any trade secret, proprietary software, source code, intellectual property, and any and all other confidential information or knowledge obtained or acquired by the other Party either directly or indirectly during the terms of this Agreement without the prior written authorization of a duly authorized officer or agent of the Credit PartiesParty possessing the proprietary interest in such confidential or proprietary information. Each Party agrees that neither it nor any of its contractors or subcontractors or third party customers or any entity with which Party has a business or contractual arrangement will publish or release to any other party any materials or information relating to this Agreement without the other Party’s written approval. Either Party must secure written approval before using the other Party’s name or trademark or logos or the name(s) or trademarks or logos of any of the other Party’s affiliates, and as suchsubsidiaries or entities in any announcements, advertising or internal or external promotional materials whether print, electronic, audio or video or on the internet website or in a website. All requests to use either Party’s name or trademarks or logos or the name(s) or trademarks or logos of any of Party’s affiliates, subsidiaries or entities must be approved by the other Party. In the case of the Company, approval must be sent to Vice President/manager of Company’s Corporate Communications Department in ***. In the case of Contractor, approval must be sent to Corporate Communications in Houston, Texas. Notwithstanding the foregoing, this Section 13 shall not apply to disclosures compelled by Applicable Law (but each Party must notify the other Party promptly of any request for such information before disclosing it, if practicable) or required SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). to be disclosed (i) by the rules of any stock exchange on which the shares of any Party or any of their respective affiliates are listed or (ii) in registration statements or reports filed by any Party or any of their respective affiliates with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderCommission.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Sand Storage and Transload Agreement (Solaris Oilfield Infrastructure, Inc.)
Confidentiality and Publicity. (a) Agent and each Lender understands and acknowledges that this Agreement is a material obligation of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves reserve the right to review and approve all materials that the Credit Parties or any of their Affiliates prepares prepare that contain Agent's or such Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. The Credit Parties shall not, and shall not permit any of their Affiliates to, use either Agent's or any Lender’s 's name (or the name of any of Lender’s Agent's or any Lenders' Affiliates) in connection with any of its business operations, including without limitationprovided, advertisingthat Borrowers may disclose the Lenders' names, marketing the aggregate principal amount of the Loans outstanding and other principal terms of such Loans to (x) prospective purchasers of debt or press releases equity securities of Borrowers (other than Parent) so long as such Borrowers inform such prospective purchasers of the confidential nature of such information and such Persons agree in writing not to disclose the same to any other Person and to be bound by the confidentiality provisions of this Agreement, (y) Governmental Authorities regulating the Business in accordance with applicable legal requirements and (z) any other Person to which such disclosure may be necessary in response to any court order, subpoena or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names legal process or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. formal investigative demand.. Nothing contained in any Loan Document is intended to permit or authorize any Credit Parties Party or any of their its Affiliates to contract on behalf of Agent or any Lender. The Credit Parties agree that Agent or any Affiliate of Agent may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, and (ii) use any Credit Party's name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, provided Agent or Affiliate delivers a copy of such materials to Parent at least five (5) Business Days prior to its initial publication and Parent does not object to such materials prior to the publication date.
(b) Credit Parties hereby agree that Lender or any Affiliate of Anything herein to the contrary notwithstanding, "non-public information" shall not include, and Agent and each Lender may disclose to any and all Persons, without limitation of any kind, any information with respect to the "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, the Commitments, any letters of credit and transactions contemplated hereby and by the other Loan Documents.
(c) Each of Agent and the Lenders agrees, on behalf of itself and each of its Affiliates, directors, officers, employees and representatives, to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the same nature and in accordance with safe and sound commercial practices, any non-public information supplied to it by the Credit Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, provided that nothing herein shall limit the disclosure of such information (a) after such information shall have become public other than through a violation of this Section 13.10(c), (b) to the extent required pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal requirement promulgated or imposed by a court or by a judicial, regulatory, self-regulatory or legislative body, organization, agency or committee or otherwise in connection with any judicial or administrative proceeding (including, without limitation, in response to oral questions, interrogatories or requests for information or documents), (c) to counsel, auditors, accountants, lenders, Affiliates, funding or financing sources for any of the Agent or Lenders, (d) to any regulatory authority having jurisdiction over the Agent or any Lenders, (e) to the Agent or any other Lender, (f) in connection with any litigation to which any one or more of the Agent or Lenders is a party, or in connection with the enforcement of rights or remedies hereunder or under any of the Loan Documents, (g) to any Subsidiary, Affiliate, partner, director, officer or employee of the Agent or any Lender provided, such parties agree to be bound by provisions substantially similar to this Section 13.10(c), (h) to any assignee or participant (or prospective assignee or participant) permitted pursuant to Article XII or Section 13.4 so long as well as any information regarding Credit Party and its operationssuch assignee or participant agrees to be bound by the provisions hereof, received by Lender in connection or (i) with the Loan Documents consent of Parent. Each of the Agent and the Lenders agrees that, to the extent Agent or such Lender has received relevant non-public information supplied to it by the Credit Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not buy, sell, trade or otherwise dispose of any Common Stock of Parent during any period that Parent has instructed its lenders directors, officers and employees that any trading is prohibited, provided that such Agent or funding Lenders has received notice in the same manner as the directors, officers and employees of the Parent. Each of the Agent and the Lenders agrees that, to the extent Agent or financing sourcessuch Lender has received relevant non-public information supplied to it by the Credit Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not cause, induce or recommend to any of its Affiliates to buy, sell, trade or otherwise dispose of any Common Stock of Parent during any period that the Parent has instructed its directors, officers and employees that any trading is prohibited, provided that such Agent or Lenders has received notice in the same manner as the directors, officers and employees of Parent. Each of the Agent and the Lenders further agrees that it will, in accordance with its customary practices, place the Common Stock of Parent on its restricted list of securities, if any, which directors, officers and employees of Agent and the Lenders are instructed not to purchase or sell.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Corrpro Companies Inc /Oh/)
Confidentiality and Publicity. (a) Lender understands The Mutual Confidential Disclosure between Seller and acknowledges that Buyer, dated July 14, 2005 (the “Confidentiality Agreement”) is hereby incorporated in this Agreement is a material obligation as though *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. fully set forth herein. All Information provided to Recipient (or its representatives or Affiliates) by the Discloser (or its representatives or Affiliates), as the case may be, shall be shall be subject to and treated in accordance with the terms of the Credit PartiesConfidentiality Agreement. As used in this Section 10.1, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing“Information”, Lender acknowledges “Recipient” and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel “Discloser” shall have the final authority meanings assigned to such terms in any wording so disclosedthe Confidentiality Agreement. Upon the Effective Time, the Confidentiality Agreement shall expire and be of no further force and effect with respect to all Information relating to the Product Business, the Purchased Assets or the Assumed Liabilities; provided, however, that Guarantor will attempt such expiration of the Confidentiality Agreement shall in no way prejudice or adversely affect Seller’s or Buyer’s ability to clear seek damages, or any other remedy available to Seller or Buyer, as appropriate, with respect to a violation by such language with other Party (or its Affiliates or representatives) of the Lender Confidentiality Agreement prior to or after the Effective Time. Upon and after the Effective Time, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms with respect to all other Information that does not relate to the Product Business, the Purchased Assets or the Assumed Liabilities.
(b) From and after the Effective Time, all Information exclusively concerning the Product Business, the Purchased Assets and the Assumed Liabilities (the “Buyer Proprietary Information”) shall be used by Seller solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalizedAncillary Agreement), it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall notor comply with Applicable Law, and for no other purpose. Seller shall not disclose, or permit the disclosure of, any of their Affiliates tothe Buyer Proprietary Information to any Person except those Persons to whom such disclosure is necessary to permit Seller to perform its obligations, use Lender’s name exercise or enforce its rights under this Agreement (or the name of any of Lender’s Affiliates) in connection Ancillary Agreement), or comply with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consentApplicable Law. Lender similarly agrees that it Seller shall nottreat, and shall not permit any of will cause its Affiliates toand the directors, use Credit Parties names or logos (or the names officers, employees, agents, representatives and advisors of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Seller or any of their Affiliates to contract on behalf treat, the Buyer Proprietary Information as confidential, using the same degree of Lendercare as Seller normally employ to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.
(bc) Credit Parties hereby agree that Lender All Information obtained by Buyer (or its Affiliates or Representatives) from Seller (or its Affiliates or Representatives) other than the Buyer Proprietary Information (the “Seller Proprietary Information”) shall be used by Buyer solely as required to perform its obligations, exercise or enforce its rights under this Agreement (or any Affiliate Ancillary Agreement), or comply with Applicable Law, and for no other purpose. Buyer shall not disclose, or permit the disclosure of, any of Lender may Seller Proprietary Information to any person except those persons to whom such disclosure is necessary to permit Buyer’s perform its obligations, exercise or enforce its rights under this Agreement (or any Ancillary Agreement), or comply with Applicable Law. Buyer shall treat, and will cause its Affiliates and the directors, officers, employees, agents, representatives and advisors of Buyer or any of their Affiliates to treat, Seller Proprietary Information as confidential, using the same degree of care as Buyer normally employ to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.
(d) In the event either Party is requested pursuant to, or required by, Applicable Law to disclose any and all of the other Party’s proprietary information concerning the Loan Documents(i.e., Seller Proprietary Information or Buyer Proprietary Information, as well as any information regarding Credit applicable), it will notify the other Party and its operationsin a timely manner so that such Party may seek a protective order or other appropriate remedy or, received by Lender in such Party’s sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each Party will co-operate in all reasonable respects, in connection with any reasonable actions to be taken for the Loan Documents foregoing purpose. In any event, the Party requested or required to disclose such proprietary information may furnish it as requested or required pursuant to Applicable Law (subject to any such protective order or other appropriate remedy) without liability hereunder, provided that such Party furnishes only that portion of the Confidential Information which such Party is advised by a reasoned opinion of its lenders counsel is legally required, and such Party exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such proprietary information.
(e) No public announcement or funding other disclosure concerning the existence of, terms, or financing sourcessubject matter of this Agreement (and any Ancillary Agreement) and the transactions contemplated hereby and thereby shall be made, either directly or indirectly, by any Party, without first obtaining the approval of the other Party and agreement upon the nature and text of such public announcement or other disclosure which such agreement and approval shall not be unreasonably withheld. The Party desiring to make any such public announcement or other disclosure (including those which are legally required) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be not less than fifteen (15) days (or such shorter period as the Parties may agree upon in writing, or such shorter period applicable to those public announcements or other disclosure which are legally required) prior to release of such proposed public announcement or other disclosure, and shall provide the other Party with a written copy thereof in order to allow such other Party to comment upon such public announcement or other disclosure. Each Party agrees that it shall co-operate fully with the other with respect to all disclosures regarding this Agreement and any Ancillary Agreement to any governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure.
(f) Nothing in this Section 10.1 shall be construed as preventing or in any way inhibiting either Party from complying with Applicable Law governing activities and obligations undertaken pursuant to this Agreement, in any manner which it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from the other Party, subject to Section 10.1(e).
Appears in 1 contract
Confidentiality and Publicity. Borrower agrees, and agrees to cause each of its Affiliates, (ai) Lender understands except to the extent required by applicable laws or regulations (in which case Borrower shall, and acknowledges that this Agreement is shall cause its Affiliates to, request and use its best efforts to obtain confidential treatment of such information to the extent permitted by applicable law), not to transmit or disclose any provision of any Loan Document to any Person (other than to Borrower's directors, advisors and officers on a material obligation need-to-know basis) without Lender's prior written consent, and (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s 's -7 name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it Borrower shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos Lender's name (or the names name of any Credit Parties’ of Lender's Affiliates) in connection with any advertisingof its business operations, marketing or press releases or PROVIDED, that Borrower may disclose the Lender's name, the aggregate principal amount of the Loans outstanding and other principal terms of such similar purposes, without Credit Parties prior written consentLoans to its shareholders and prospective purchasers of equity securities of Borrower so long as Borrower informs such prospective purchasers of the confidential nature of such information and such Persons agree in writing not to disclose the same to any other Person and to be bound by the confidentiality provisions of this Agreement. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree . Further, the Borrower agrees that Lender or any Affiliate of Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan DocumentsDocuments for advertising, as well as marketing or other similar purposes, and (ii) use any information regarding Credit Party and its operationsBorrower's or Guarantor's name, received by Lender logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes."
2.18 AMENDMENT TO SECTION 12.6. Effective as of the date of this Amendment, the address for notice purposes for Lender shall be as follows: CapitalSource Finance LLC 0000 Xxxxxxx Xxxxxx 12th Floor Chevy Chase, MD 20815 Attn: Corporate Finance Group Portfolio Manager Telephone: (000) 000-0000 FAX: (000) 000-0000 E-Mail: xxxxxxx@xxxxxxxxxxxxx.xxx
2.19 AMENDMENT OF DEFINITION OF "MAXIMUM LOAN AMOUNT". Effective as of the date of this Amendment, the term "Maximum Loan Amount" set forth in the preamble to the Loan Documents Agreement and used throughout the Loan Agreement shall be Thirty Million Dollars ($30,000,000).
2.20 AMENDMENT OF DEFINITION "CHANGE OF CONTROL". Effective as of the date of this Amendment, paragraph (c) of the definition of "Change of Control" set forth in Appendix A to the Loan Agreement shall be amended and restated to read in its lenders or funding or financing sources.entirety as follows:
Appears in 1 contract
Confidentiality and Publicity. (a) Borrower hereby agrees that Lender understands or any Affiliate of Lender may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, (ii) use Borrower’s or any Guarantor’s names, logos or other indicia germane to such parties in connection with such advertising, marketing or other similar purposes and acknowledges that this Agreement is (iii) disclose any and all information concerning the Loan Documents, as well as any information regarding the Borrower or any Guarantor and their operations, received by Lender in connection with the Loan Documents required by its lenders or funding or financing sources
(b) Borrower agrees, and agrees to cause each of its Affiliates, (i) not to transmit or disclose provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a material obligation need-to-know basis) without Lender’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree Borrower agrees to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(c) Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) Credit Parties hereby agree that Lender to the extent required or requested by any Affiliate regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority, such as the National Association of Lender may disclose Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any and all information concerning the Loan Documentssubpoena or similar legal process, as well as (d) to any information regarding Credit Party and its operationsother party hereto, received by Lender (e) in connection with the exercise of any remedies hereunder or under any other Loan Documents Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower, (h) in connection with any Secondary Market Transaction, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Lender or its Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Guarantor relating to the Borrower or any Guarantor or any of their respective businesses, other than any such information that is available to Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 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 lenders or funding or financing sourcesown confidential information.
Appears in 1 contract
Samples: Loan Agreement (IMH Financial Corp)
Confidentiality and Publicity. (a) Lender understands Borrower agrees, and acknowledges that this Agreement is agrees to cause each of its Affiliates, (i) not to transmit or disclose any provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a material obligation need-to-know basis) without Lender’s prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties Borrower shall not, and shall not permit any of their its Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing . Nothing in this paragraph shall condition or press releases or such other similar purposes, without Lenderlimit Borrower’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or ability to disclose the names of any Credit Parties’ Affiliates) Loan Documents in any advertising, marketing filing with a governmental agency or press releases or such similar purposes, without Credit Parties prior written consentin connection with its financial statements. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree Lender agrees to keep confidential during the Term any material or information about Borrower that was delivered, disclosed, furnished or provided by Borrower or any agent, attorney or accountant of Borrower to Lender and that was identified by Borrower or such other Person in writing as confidential (the “Confidential Information”). Confidential Information excludes material or information that is or becomes generally available to the public or to any third party (other than Lender and its Representatives) than as a result of a breach by Lender hereof, or that was within the knowledge or possession of Lender or its Representatives (defined below) prior to being furnished by Borrower or any Affiliate agent, attorney or accountant of Borrower to Lender, or was or becomes available to Lender or its Representatives from a third party, or that was independently developed by Lender or its Representatives without reference to the Confidential Information. Notwithstanding the foregoing or any other provision of this Agreement, Lender may disclose disclose, provide and/or furnish Confidential Information: (a) to its officers, directors, partners, members, managers, stockholders, controlling persons, affiliates, agents, advisors, representatives and employees, and any potential Transferee of the Loans (each, a “Representative”); and all information concerning (b) otherwise pursuant to any of the Loan Documentsfollowing: (i) to any other person subject to an obligation to maintain the confidentiality of such Confidential Information on substantially similar terms as those in this subsection, as well as or (ii) if required by any information regarding Credit Party and its operationsgovernmental entity, received by Lender law, regulation, governmental proceeding, court order or similar process or otherwise, (iii) in connection with enforcing any agreement or rights between Borrower and Lender or defending any action or relating to the Loan Documents relationship between Lender and Borrower, and/or (iv) with respect to its lenders public or funding non-confidential portions of such Confidential Information. Lender further agrees not to use Borrower’s name or financing sourceslogo in any written publication without Borrower’s prior consent, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Americasdoctor Inc)
Confidentiality and Publicity. (a) Lender understands Borrower agrees, and acknowledges that this Agreement is agrees to cause each of its Affiliates, (i) not to transmit or disclose any provision of any Loan Document to any Person (other than to Borrower's advisors and officers on a material obligation need-to-know basis) without Lender's prior written consent, (ii) to inform all Persons of the Credit Parties, confidential nature of the Loan Documents and as such, must to direct them not to disclose the same to any other Person and to require each of them to be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly availablebound by these provisions. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Borrower or any of their its Affiliates prepares that contain Lender’s 's name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it Borrower shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos Lender's name (or the names name of any Credit Parties’ of Lender's Affiliates) in connection with any advertising, marketing of its business operations. Nothing in this paragraph shall condition or press releases limit Borrower's ability to disclose the Loan Documents in any filing with a governmental agency or such similar purposes, without Credit Parties prior written consentin connection with its financial statements. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of Lender.
(b) Credit Parties hereby agree Lender agrees to keep confidential during the Term any material or information about Borrower that was delivered, disclosed, furnished or provided by Borrower or any agent, attorney or accountant of Borrower to Lender and that was identified by Borrower or such other Person in writing as confidential (the "Confidential Information"). Confidential Information excludes material or information that is or becomes generally available to the public or to any third party (other than Lender and its Representatives) than as a result of a breach by Lender hereof, or that was within the knowledge or possession of Lender or its Representatives (defined below) prior to being furnished by Borrower or any Affiliate agent, attorney or accountant of Borrower to Lender, or was or becomes available to Lender or its Representatives from a third party, or that was independently developed by Lender or its Representatives without reference to the Confidential Information. Notwithstanding the foregoing or any other provision of this Agreement, Lender may disclose disclose, provide and/or furnish Confidential Information: (a) to its officers, directors, partners, members, managers, stockholders, controlling persons, affiliates, agents, advisors, representatives and employees, and any potential Transferee of the Loans (each, a "Representative"); and all information concerning (b) otherwise pursuant to any of the Loan Documentsfollowing: (i) to any other person subject to an obligation to maintain the confidentiality of such Confidential Information on substantially similar terms as those in this subsection, as well as or (ii) if required by any information regarding Credit Party and its operationsgovernmental entity, received by Lender law, regulation, governmental proceeding, court order or similar process or otherwise, (iii) in connection with enforcing any agreement or rights between Borrower and Lender or defending any action or relating to the Loan Documents relationship between Lender and Borrower, and/or (iv) with respect to its lenders public or funding non-confidential portions of such Confidential Information. Lender further agrees not to use Borrower's name or financing sourceslogo in any written publication without Borrower's prior consent, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Americas Power Partners Inc)
Confidentiality and Publicity. Other than to the extent required by applicable Law and regulation or by any governmental or regulatory authority, no Party shall disclose to any person (a) Lender understands including for the avoidance of doubt, any other Consenting Stakeholder), other than legal, accounting, financial, and acknowledges that this Agreement is a material obligation other advisors to the Company Parties (who are under obligations of confidentiality to the Company Parties with respect to such disclosure, and whose compliance with such obligations the Company Parties shall be responsible for), the principal amount or percentage of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties Company Claims/Interests held by any Consenting Stakeholder or any of their Affiliates prepares that contain Lender’s name or describe or refer its respective subsidiaries (including, for the avoidance of doubt, any Company Claims/Interests acquired pursuant to any Loan Document, any Transfer) or the signature page of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosedsuch Consenting Stakeholder; provided, however, that Guarantor the Company Parties shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of the Company Claims/Interests held by the Consenting Stakeholders collectively. Notwithstanding the foregoing, the Consenting Stakeholders hereby consent to the disclosure of the execution, terms, and contents of this Agreement by the Company Parties in the Definitive Documents to the extent required by law or regulation; provided, however, that (i) if any of the Company Parties determines that they are required to attach a copy of this Agreement, any Joinder, or Transfer Agreement to any Definitive Documents or any other filing or similar document relating to the transactions contemplated hereby, to the extent permissible under applicable Law, they will attempt redact any reference to clear such language or concerning a specific Consenting Stakeholder’s holdings of Company Claims/Interests (including before filing any pleading with the Lender Bankruptcy Court) and such Consenting Stakeholder’s signature page and (ii) if disclosure of additional information of any Consenting Stakeholders is required by applicable Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Stakeholder (who shall have the right to seek a protective order prior to disclosure). The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any filingJoinder, or Transfer Agreement. Lender further acknowledges Notwithstanding the foregoing, the Company Parties will submit to the PW Ad Hoc Group Advisors and agrees that once such language the Akin Ad Hoc Group Advisors all (x) press releases, public filings, public announcements, or other communications with any news media, or material mass communications, other than in the ordinary course of business and unrelated to this Agreement or the Restructuring Transactions, with any customers, vendors, current or former employees, in each case, to be made by the Company Parties relating to this Agreement or the transactions contemplated hereby and any amendments thereof, and (y) communications outside the ordinary course of business relating in any SEC filings has been finalizedway to collective bargaining agreements, contract negotiations, pension, or other postemployment benefit matters to current or former employees, retirees or their beneficiaries, PBGC, or any union, at least two (2) Business Days (it can continue being understood that such period may be shortened to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliatesextent there are exigent circumstances that require such public communication to be made to comply with applicable Law) in connection with advance of release and will use commercially reasonable, good faith efforts to incorporate any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, comments provided by the PW Ad Hoc Group Advisors and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentAkin Ad Hoc Group Advisors. Nothing contained in herein shall be deemed to waive, amend, or modify the terms of any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderConfidentiality Agreement.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Restructuring Support Agreement (Avaya Holdings Corp.)
Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is a material obligation of the Credit Parties, and as such, must be filed with the Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all materials that Credit Parties or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos (or the names of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties Borrower or any of their its Affiliates to contract on behalf of LenderAgent.
(b) Credit Parties Borrower and Agent hereby agree that either party or any affiliate thereof may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes and (ii) use Borrower’s or any Borrower Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes. Borrower agrees, and agrees to cause each of its Affiliates, (i) not to transmit or disclose any provision of any Loan Document to any Person (other than to Borrower’s advisors and officers on a need-to-know basis) without Agent’s prior written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions and (iii) not to use Agent’s name (or the name of any of Agent’s Affiliates) in connection with any press releases or such similar purposes without Agent’s prior written consent. Notwithstanding the foregoing in this subsection (b), neither Agent nor any Lender shall use the name of OchZiff Member or any Affiliate of Lender may OchZiff Member in any press release.
(c) Agent and Borrower shall exercise commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all written non-public information of any party to any Loan Document that any party to any Loan Document furnishes on a confidential basis (“Confidential Information”), other than any such Confidential Information that becomes generally available to the public or becomes available to Agent or Borrower from a source other than a party to a Loan Document and that is not known to such recipient to be subject to confidentiality obligations; provided, that Agent, Borrower and their respective Affiliates shall have the right to disclose Confidential Information to:
(i) any Borrower Party or its Affiliates;
(ii) such Person’s Affiliates;
(iii) such Person’s or such Person’s Affiliates’ lenders, funding or financing sources;
(iv) such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, professional consultants, portfolio management services and all information concerning rating agencies;
(v) any Person to whom Agent offers or proposes to offer to sell, assign or transfer the Loan Documentsor any part thereof or any interest or participation therein;
(vi) any Person that provides statistical analysis and/or information services to Agent or its Affiliates;
(vii) any Governmental Authority to which Agent is subject at the request or pursuant to any requirement of such Governmental Authority, as well as or in connection with an examination of Agent by any information regarding Credit Party and its operationssuch Governmental Authority; and
(viii) any Person (A) to the extent required by applicable law, received by Lender (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any litigation, or (D) in connection with the actual or potential exercise or enforcement of any right or remedy under any Loan Documents Document.
(d) The obligations of Agent, Borrower and their respective Affiliates under this Section 7.30 shall supersede and replace any other confidentiality obligations agreed to its lenders by Agent, Borrower or funding or financing sourcestheir respective Affiliates.
Appears in 1 contract
Samples: Loan Agreement
Confidentiality and Publicity. (a) Lender understands The Credit Parties agree, and acknowledges agree to cause each of their Affiliates, (i) except to the extent required by applicable laws or regulations (in which case (to the extent that this Agreement is a material obligation they have not been publicly disclosed pursuant to any applicable securities laws, rules or regulations) the Credit Parties shall, and shall cause their Affiliates to, request and use commercially reasonable efforts to obtain confidential treatment of such information to the extent permitted by applicable law), not to transmit or disclose any provision of any Loan Document to any Person (other than to the Credit Parties’ directors, advisors and officers on a need-to-know basis) without Agent’s prior written consent, and as such(ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions (to the extent that they have not been publicly disclosed pursuant to any applicable securities laws, must be filed with the Securities rules or regulations). Agent and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to each Lender and Lender reserves reserve the right to review and approve all materials that the Credit Parties or any of their Affiliates prepares prepare that contain Agent’s or such Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated therebyname. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SEC, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. The Credit Parties shall not, and shall not permit any of their Affiliates to, use either Agent’s or any Lender’s name (or the name of any of LenderAgent’s or any Lenders’ Affiliates) in connection with any of its their business operationsoperations (other than with respect to their periodic reporting and other disclosure obligations pursuant to any applicable securities laws, including without limitationrules or regulations, advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, and shall not permit any of its Affiliates to, use Credit Parties names or logos but subject to the parenthetical in clause (or the names of any Credit Parties’ Affiliatesi) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentabove). Nothing contained in any Loan Document is intended to permit or authorize any Credit Parties Party or any of their its Affiliates to contract on behalf of Agent or any Lender. The Credit Parties agree that Agent or any Affiliate of Agent may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, (ii) use any Credit Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, and (iii) may disclose financial statements and reports of the Credit Parties delivered hereunder to rating agencies.
(b) Credit Parties hereby Except as set forth in the last sentence of Section 13.10(a), Agent and each Lender agree that Lender or to exercise commercially reasonable efforts to keep confidential any Affiliate of Lender may disclose any and all non-public information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with delivered pursuant to the Loan Documents and identified as such in writing by Credit Parties and not to its lenders disclose such information to Persons other than to potential Transferees or funding Participants or to Persons employed by or engaged by Agent, a Lender or a Lender’s Transferees or Participants including Affiliates of Agent or any Lender with a need to know such information, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, all of whom shall be notified of the confidential nature of such information. The confidentiality provisions contained in this Section 13.10(b) shall not apply to disclosures (i) required to be made by Agent or any Lender to any regulatory or governmental agency or pursuant to legal process or (ii) consisting of general portfolio information that does not identify Credit Parties. The obligations of Agent and Lenders under this Section 13.10(b) shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in respect of this financing sourcesexecuted and delivered by Agent or any Lender prior to the date hereof.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Firearms Training Systems Inc)
Confidentiality and Publicity. (a) Lender understands and acknowledges that this Agreement is a material obligation of the Each Credit PartiesParties agrees, and as suchagrees to cause each of its Subsidiaries, must be filed (i) except to the extent required by applicable law or regulations (in which case, except in connection with the Securities Act and the Securities Exchange Commission Act, as amended and the rules thereunder, each Credit Party shall, and shall cause its Subsidiaries to, use its best efforts to obtain confidential treatment of such information), not to transmit or disclose any provision of any Loan Document to any Person (“SEC”other than to such Credit Party’s directors, advisors, counsel, accountants, officers and employees on a need-to-know basis), in any such case without Agent’s prior written consent, and (ii) to inform all Persons receiving information related to the Loan Documents, except through disclosure pursuant to the Securities Act and through such action will become publicly availablethe Securities Exchange Act, as amended, and the rules thereunder, of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person, and to require each of them to be bound by these provisions. Except for filings submitted pursuant to the Securities Act and the Securities Exchange Act, and the rules thereunder, the Credit Parties agree to submit to Lender and Lender reserves the right to review and approve all shall provide in writing any materials that the Credit Parties or any of their Affiliates prepares Subsidiaries prepare that contain Agent’s or any Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated thereby. Notwithstanding the foregoingthereby prior to its use, Lender acknowledges and agrees that that a description of the principle terms of this Agreement will be required to be stated in the Guarantor’s quarterly and annual reports filed with the SECdisclosure or distribution, and Guarantor Agent and its counsel each Lender reserves the right to review and approve in advance (which approval shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear not be unreasonably withheld or delayed) all such language with the Lender prior to any filingmaterials. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. The Credit Parties shall not, and shall not permit any of their Affiliates Subsidiaries to, use either Agent’s or any Lender’s name (or the name of any of Agent’s or any Lender’s Affiliates) in connection with any of its business operationsBusiness; provided, including without limitationthat Borrower may disclose the Lenders’ names, advertising, marketing the aggregate principal amount of the Loans outstanding and other principal terms of such Loans to (x) its shareholders and other equity owners and prospective purchasers of debt or press releases or such other similar purposes, without Lender’s prior written consent. Lender similarly agrees that it shall not, equity securities of Borrower and shall not permit any of its Affiliates to, use Credit Parties names or logos (or y) Governmental Authorities regulating the names of any Credit Parties’ Affiliates) Business in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consentaccordance with applicable legal requirements. Nothing contained in any Loan Document is intended to permit or authorize any Credit Parties Party or any of their Affiliates its Subsidiaries to contract on behalf of Agent or any Lender. Notwithstanding the foregoing, copies of the Loan Documents and information concerning the applicable provisions of such Loan Documents may be delivered to each holder of the Subordinated Notes in connection with matters relating to the Seller Subordination Agreement.
(b) Agent and each Lender agree to exercise their best efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all non-public information that any Credit Party or Subsidiary thereof furnishes to Agent or such Lender on a confidential basis clearly identified as such (“Confidential Information”), other than any such Confidential Information that becomes generally available to the public other than as a result of a breach by Agent or any Lender of its obligations hereunder or that is or becomes available to Agent or any Lender from a source other than a Credit Party and that is not, to the actual knowledge of the recipient thereof, subject to obligations of confidentiality with respect thereto; provided, however, that Agent and each Lender shall, in any event, have the right to deliver copies of any such information, and to disclose any such information, to:
(i) its affiliates, lenders, funding or financing sources (or its affiliates’ or lenders’ funding or financing sources), portfolio management services and partners that are obligated to maintain the confidentiality of such Confidential Information;
(ii) directors, officers, trustees, employees, agents, attorneys, professional consultants and rating agencies;
(iii) any other Lender and any successor Agent;
(A) subject to provisions substantially similar to those contained in this Section 12.10 any potential Transferee or Participant or (B) any Person if the disclosure consists of general portfolio information and does not identify any Credit Party specifically by name;
(v) any regulatory authority or examiner, or any insurance industry association, regulating or having jurisdiction over Agent or any Lender and requiring or requesting such disclosure; and
(vi) any other Person to which such delivery or disclosure may be necessary (A) in compliance with any applicable law, rule, regulation or order, (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any litigation to which Agent or such Lender is a party, or (D) in connection with the exercise or enforcement, or potential exercise or enforcement, of any of the rights and/or remedies of Agent and/or the Lenders under this Agreement and the other Loan Documents at any time during the existence of an Event of Default. Should Agent or any Lender be required to disclose any such information by virtue of a subpoena or similar process by any court or any tribunal, or agency pursuant to items (v) or (vi) above, then Agent or such Lender shall promptly notify the applicable Credit Party thereof so as to allow such Credit Party, at its sole cost and expense, to seek a protective order or to take any other appropriate action to protect its rights. Further, the foregoing notwithstanding, the Credit Parties hereby agree that Agent, any Lender or any Affiliate of Agent or any Lender may (i) disclose any and all information concerning a general description of transactions arising under the Loan Documents, as well as the Term Loan Documents, and the Related Documents for advertising, marketing or other similar purposes, and (ii) use any information regarding Credit Party and its operationsParty’s name, received by Lender logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes.
(c) The obligations of Agent and Lenders under this Section 12.10 shall supersede and replace the Loan Documents obligations of Agent and Lenders under any confidentiality agreement in respect of the financing evidenced hereby executed and delivered by Agent or any Lender prior to its lenders or funding or financing sourcesthe date hereof.
Appears in 1 contract
Samples: Revolving Facility Agreement (Evolving Systems Inc)
Confidentiality and Publicity. (a) Lender understands A. During the course of this Agreement, either party may have or may be provided access to the other’s confidential information and acknowledges that this Agreement is a material obligation materials. All confidential or proprietary information and materials disclosed to the other party hereunder shall be disclosed in accordance with the requirements of the Credit PartiesCorporate Non-Disclosure Agreement (“CNDA”) referenced on the signature page of the Agreement. Each party agrees to maintain such confidential information in accordance with the terms of the Agreement and the CNDA and any other applicable separate nondisclosure agreement between Intel and Supplier. At a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as suchit treats its own information of a similar nature, must until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller’s employees who access Buyer’s facilities may be filed required to sign a separate access agreement prior to admittance to Buyer’s facilities.
B. If access is necessary and directly related to Seller’s scope of work or duties, Seller’s employees, agents or subcontractors may be granted authorization to use or access Intel information, software, or telecommunications by Buyer’s information owner. Unless specifically authorized, Seller, its employees, agents or subcontractors may not use or access Intel classified or proprietary information that may be happened upon or inadvertently discovered while performing work under this Agreement. Neither may Seller, its employees, agents or subcontractors control an Intranet web site at Intel. Without limiting the obligations contained in Paragraph A above, if Seller’s employees, agents or subcontractors perform work or Services on Buyer’s premises or facilities or otherwise have access to Intel’s classified and proprietary information, (regardless of the medium (Buyer’s or Seller’s) in or on which it is retained or communicated), software, or Buyer’s computer networks or systems, (including, but not limited to, NT, Novell, Pathworks, VAX, Unix, Comets, Workstream, IWCS, and IBM computer systems, application programs, and databases), Seller shall ensure that any such employee, agent, or subcontractor shall not modify such classified or proprietary information, software, hardware, or telecommunications without the prior written consent of the Buyer employee responsible for the resource, with the exception of contract-related requirements or resources that allow for individual customization (e.g., Microsoft Windows user features). For Seller’s employees, agents or subcontractors who are granted access Buyer’s computer networks or systems, as referenced above, Seller shall also ensure that any such employees, agents, or subcontractors shall treat all Intel data and information accessed from such system(s) in the same manner as Intel’s confidential information designated in paragraph A above. In addition, Seller, its employees, agents, or subcontractors may not: (i) use or disclose for any purpose any aspect or portion of third party data or information which it may access from Buyer’s premises, computers, or electronic networks unless it first obtains the third party’s written consent; or (ii) make electronic or hard copies of Intel’s information extracted from Buyer’s computer system(s) confidential information or obtained in other forms on Buyer’s premises, unless it clearly marked and treated as Intel’s confidential information. Except with Buyer’s prior written consent, no such copies may be removed from, transmitted out of, Buyer’s facility or networks or given to Seller’s other employees or representatives except those employees or representatives within Buyer’s facility with a need to know.
C. Neither party may use the other party’s name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves filing requirements or disclose the right to review and approve all materials that Credit Parties or existence of this Agreement, nor any of their Affiliates prepares that contain Lender’s name its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the party compelled to make and disclosure shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with any of its obtaining services from such third parties.
D. Neither party may use the other party’s name or trademarks in advertisements, materials, web sites, press releases, interviews, articles, brochures, banners, letterhead, business operationscards, including project reference or client listings without limitation, advertising, marketing or press releases or such other similar purposes, without Lenderthe other’s prior written consent. Lender similarly agrees that it shall notFor Intel, and shall not permit any this would be the Director of its Affiliates to, use Credit Parties names or logos (or Corporate Purchasing and/or the names Vice President of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderMaterials.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Purchase Agreement (Cohu Inc)
Confidentiality and Publicity. (a) Lender understands A. During the course of this Agreement, either party may have or may be provided access to the other’s confidential information and acknowledges that this Agreement is a material obligation materials. All confidential or proprietary information and materials disclosed to the other party hereunder shall be disclosed in accordance with the requirements of the Credit PartiesCorporate Non-Disclosure Agreement (“CNDA”) referenced on the signature page of the Agreement. Each party agrees to maintain such confidential information in accordance with the terms of the Agreement and the CNDA and any other applicable separate nondisclosure agreement between Intel and Supplier. At a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as suchit treats its own information of a similar nature, must until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller’s employees who access Buyer’s facilities may be filed required to sign a separate access agreement prior to admittance to Buyer’s facilities. INTEL CONFIDENTIAL Page 8 of 44 *** Confidential material redacted and submitted separately to the Commission CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY
B. If access is necessary and directly related to Seller’s scope of work or duties, Seller’s employees, agents or subcontractors may be granted authorization to use or access Intel information, software, or telecommunications by Buyer’s information owner. Unless specifically authorized, Seller, its employees, agents or subcontractors may not use or access Intel classified or proprietary information that may be happened upon or inadvertently discovered while performing work under this Agreement. Neither may Seller, its employees, agents or subcontractors control an Intranet web site at Intel. Without limiting the obligations contained in Paragraph A above, if Seller’s employees, agents or subcontractors perform work or Services on Buyer’s premises or facilities or otherwise have access to Intel’s classified and proprietary information, (regardless of the medium (Buyer’s or Seller’s) in or on which it is retained or communicated), software, or Buyer’s computer networks or systems, (including, but not limited to, NT, Novell, Pathworks, VAX, Unix, Comets, Workstream, IWCS, and IBM computer systems, application programs, and databases), Seller shall ensure that any such employee, agent, or subcontractor shall not modify such classified or proprietary information, software, hardware, or telecommunications without the prior written consent of the Buyer employee responsible for the resource, with the exception of contract-related requirements or resources that allow for individual customization (e.g., Microsoft Windows user features). For Seller’s employees, agents or subcontractors who are granted access Buyer’s computer networks or systems, as referenced above, Seller shall also ensure that any such employees, agents, or subcontractors shall treat all Intel data and information accessed from such system(s) in the same manner as Intel’s confidential information designated in paragraph A above. In addition, Seller, its employees, agents, or subcontractors may not: (i) use or disclose for any purpose any aspect or portion of third party data or information which it may access from Buyer’s premises, computers, or electronic networks unless it first obtains the third party’s written consent; or (ii) make electronic or hard copies of Intel’s information extracted from Buyer’s computer system(s) confidential information or obtained in other forms on Buyer’s premises, unless it clearly marked and treated as Intel’s confidential information. Except with Buyer’s prior written consent, no such copies may be removed from, transmitted out of, Buyer’s facility or networks or given to Seller’s other employees or representatives except those employees or representatives within Buyer’s facility with a need to know.
C. Neither party may use the other party’s name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities and Exchange Commission (“SEC”) and through such action will become publicly available. Credit Parties agree to submit to Lender and Lender reserves filing requirements or disclose the right to review and approve all materials that Credit Parties or existence of this Agreement, nor any of their Affiliates prepares that contain Lender’s name its details or describe or refer the existence of the relationship created by this Agreement, to any Loan Documentthird party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms thereof hereof is required by applicable law, rule, or any regulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the transactions contemplated thereby. Notwithstanding the foregoing, Lender acknowledges and agrees that that a description content of the principle terms Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the party compelled to make and disclosure shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement will be required in confidence to be stated in the Guarantor’s quarterly and annual reports filed with the SECtheir respective legal counsel, accountants, bankers, and Guarantor and its counsel shall have the final authority in any wording so disclosed; provided, however, that Guarantor will attempt to clear such language with the Lender prior to any filing. Lender further acknowledges and agrees that once such language in any SEC filings has been finalized, it can continue to appear in subsequent SEC filings without any further review by Lender. Credit Parties shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) financing sources as necessary in connection with any of its obtaining services from such third parties.
D. Neither party may use the other party’s name or trademarks in advertisements, materials, web sites, press releases, interviews, articles, brochures, banners, letterhead, business operationscards, including project reference or client listings without limitation, advertising, marketing or press releases or such other similar purposes, without Lenderthe other’s prior written consent. Lender similarly agrees that it shall notFor Intel, and shall not permit any this would be the Director of its Affiliates to, use Credit Parties names or logos (or Corporate Purchasing and/or the names Vice President of any Credit Parties’ Affiliates) in any advertising, marketing or press releases or such similar purposes, without Credit Parties prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Credit Parties or any of their Affiliates to contract on behalf of LenderMaterials.
(b) Credit Parties hereby agree that Lender or any Affiliate of Lender may disclose any and all information concerning the Loan Documents, as well as any information regarding Credit Party and its operations, received by Lender in connection with the Loan Documents to its lenders or funding or financing sources.
Appears in 1 contract
Samples: Purchase Agreement