Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,
Appears in 2 contracts
Samples: Credit Agreement (CDK Global Holdings, LLC), Credit Agreement (CDK Global Holdings, LLC)
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ directors, officers, employees employees, agents and agentsother Related Parties, including accountants, legal counsel and other advisors, to Related its Approved Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential or shall be subject to a professional obligation of confidentiality), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, the Administrative Agent or such Lender shall (except with respect to any audit or examination conducted by any Governmental Authority), to the extent practicable and not prohibited by law, inform the Company promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers Company under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower Company and its obligations, (vii) with the written consent of the Company, (viii) on a confidential basis to (A) any rating agency in connection with the rating of the Company or its Subsidiaries or (viiiB) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or aware, (B) becomes available to the Administrative Agent or any Lender on a nonconfidential non-confidential basis from a source other than the Company other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and the amount of its Commitment to market data collectors, similar service providers, to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents and the Commitments. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its Subsidiaries or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include MNPI, and confirms that it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Appears in 2 contracts
Samples: Term Credit Agreement (Broadridge Financial Solutions, Inc.), Term Credit Agreement (Broadridge Financial Solutions, Inc.)
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Company; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrowers and each Lender acknowledge that, if information furnished by the Borrowers pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Company has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Company has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Company agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Company that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Company without liability or responsibility for the independent verification thereof.
Appears in 2 contracts
Samples: Credit Agreement (Agilent Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Confidentiality; Non-Public Information. (a) The Administrative Agent Each Agent, Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), and will not use such Information for any purpose or in any manner except in connection with this Agreement, except that Information may be disclosed (ia) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (iib) to the extent requested by any regulatory authority (including any or self-regulatory authority (it being understood that it will to the extent reasonably practicable provide the Company with an opportunity to request confidential treatment from such authority) having jurisdiction over such Lender), (iiic) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (ivd) to any other party to this Agreement, (ve) to the extent required necessary to prosecute or advisable in the judgment of counsel defend any claim, in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same at least as restrictive as those of this Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower Company, Thomson-Reuters PLC or any subsidiary and its obligationsobligations or (iii) any rating agency, insurer or insurance broker of any Lender or any Affiliate of any Lender, (viig) with the written consent of the Company or (viiih) to the extent such Information (Ai) becomes publicly available other than as a result of a breach of this Section or any other confidentiality agreement to which it is party with the Company, Thomson-Reuters PLC or any of which such Agent or Lender is aware their subsidiaries or (Bii) becomes available to the Administrative Agent such Agent, Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is awareThomson-Reuters PLC. For the purposes of this Section,, “Information” means all confidential information received from the Company or Thomson-Reuters PLC relating to the Company, Thomson-Reuters PLC or their businesses or their subsidiaries, other than any such information that is available to any Agent, Issuing Bank or Lender on a nonconfidential basis prior to disclosure by the Company or Thomson-Reuters PLC. 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 own confidential information. Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning each of the Company, Thomson-Reuters PLC or their Related Parties or securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with the procedures and Applicable Law, including Federal, State, provincial, territorial and foreign securities laws. All Information, including requests for waivers and amendments, furnished by the Company, Thomson-Reuters PLC or the General Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about each of the Company, Thomson-Reuters PLC and their Related Parties or securities. Accordingly, each Lender represents to the Company, Thomson-Reuters PLC and the General Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and Applicable Law, including Federal, State, provincial, territorial and foreign securities laws.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and Each Party must keep confidential any information supplied to it in connection with the Notes Documents. However, each Lender agrees Party is entitled to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclose information:
(i) to its and its Affiliates’ directorswhich is publicly available, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section Clause by the disclosing Party;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any law or regulation, including stock exchange regulations;
(iv) to another Party, subject to paragraph (b) of which such Agent this Clause 12;
(v) to a governmental, banking, taxation or Lender is aware other regulatory Authority;
(vi) in connection with a potential transfer of Notes or rights and obligations under this Agreement;
(Bvii) becomes available to its professional advisers; or
(viii) with the consent of the other Party.
(b) Except with respect to the Administrative Agent material terms and conditions of the transactions contemplated by the Notes Documents and the Warrant Agreement, the Issuer covenants and agrees that neither it, nor any other person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Issuer reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information. To the extent that the Issuer, any of its Subsidiaries, or any Lender on of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor without the Investor's prior written consent, the Issuer hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Issuer, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates. To the extent that any notice provided by the Issuer to the Investor contains, material, non-public information regarding the Issuer or any Subsidiaries, the Issuer shall simultaneously publish a nonconfidential basis from a source other than press release disclosing the Company other than as a result respective material, non- public information in accordance with the rules of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,relevant stock exchanges..
Appears in 1 contract
Samples: Subscription Agreement (Wisekey International Holding S.A.)
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, advisors who need to Related Funds’ directors and officers and to any direct or indirect contractual counterparty know such information in swap agreements connection with the credit facilities established hereunder (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (By) any direct or indirect, actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations, obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (viii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender or such Affiliate to have possession of such information illegally or as a result of a violation of this Section. In addition, the Administrative Agent, the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent such information is customarily provided to such Persons. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than prior to disclosure by the Company other than Borrower. Any Person required to maintain the confidentiality of Information as a result of a breach of 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 own confidential information.
(a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(b) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is awaredesignated for Private Side Lender Representatives. For The Borrower agrees to clearly designate all information provided to the purposes Administrative Agent by or on behalf of this Section,the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Each Agent, Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related its Approved Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, such Agent, Issuing Bank or Lender shall (except with respect to any audit or examination conducted by any Governmental Authority), to the extent practicable and not prohibited by law, inform the Borrower promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Agents, Issuing Banks or the Lenders against the Borrowers Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent Agent, Issuing Bank or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential non-confidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,result
Appears in 1 contract
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)
Confidentiality; Non-Public Information. (a) The Administrative Agent Each Agent, Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related its Approved Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, such Agent, Issuing Bank or Lender shall (except with respect to any audit or examination conducted by any Governmental Authority), to the extent practicable and not prohibited by law, inform the Borrower promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Agents, Issuing Banks or the Lenders against the Borrowers Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent Agent, Issuing Bank or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential non-confidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such Agent Agent, Issuing Bank or Lender is aware. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to any Agent, Issuing Bank or Lender on a non-confidential basis prior to disclosure by the Borrower other than as a result of a breach of this Section of which such Agent, Issuing Bank or Lender is aware. 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 own confidential information.
Appears in 1 contract
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)
Confidentiality; Non-Public Information. (a) The Each of the Administrative Agent Agent, the Lenders, the Swingline Lender and each Lender the Issuing Lenders agrees to maintain the confidentiality of non-public information with respect to the Information (as defined below)Borrower and its Subsidiaries which is furnished by or on behalf of Borrower or its Subsidiaries pursuant to this Agreement, any other Credit Documents or any documents contemplated by or referred to herein or therein, except that Information such information may be disclosed (ia) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements representatives (it being understood that each Person the Persons to whom such disclosure is made will be informed of the confidential nature of such Information information and instructed to keep such Information confidentialinformation confidential and that the disclosing party shall remain responsible for any unauthorized disclosure of such information by such Persons), (iib) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-self- regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iiic) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (ivd) to any other party to this Agreementhereto, (ve) to the extent required or advisable in the judgment of counsel in connection with the exercise of any suitremedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights of the Agents hereunder or the Lenders against the Borrowers under this Agreement or any other Loan Documentthereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bg) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (viiii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, 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 and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section), (h) with the consent of the Company Borrower or (viiii) to the extent such Information information (Ax) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (By) becomes available to the Administrative Agent Agent, any Lender, the Swingline Lender, the Issuing Lenders or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than Borrower. Any Person required to maintain the confidentiality of information as a result of a breach of 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 which care to maintain the confidentiality of such information as such Person would accord to its own confidential information. In addition, the Administrative Agent or Lender is aware. For and the purposes of this Section,Lenders may disclose the
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. (a) The Administrative Each Agent and each Lender agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers or any other Loan Party under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower Borrowers and its their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or such Lender is aware or (B) becomes available to the Administrative any Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which such Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agrees agree to use commercially reasonable efforts (equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of the Information (its own confidential information) to maintain as defined below)confidential all information provided to them by any Loan Party and designated as confidential, except that Information Administrative Agent and each Lender may be disclosed disclose such information (ia) to its Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and its Affiliates’ directorsthe Term Loan Commitments, officersprovided that, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any direct assignee or indirect contractual counterparty participant or potential assignee or participant that has agreed to comply with the covenant contained in swap agreements this Section 15.9 (it being understood that each Person and any such assignee or participant or potential assignee or participant may disclose such information to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialPersons employed or engaged by them as described in clause (a) above), ; (iic) to the extent as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (including any self-regulatory authorityd) having jurisdiction over as, on the advice of Administrative Agent’s or such Lender’s counsel, (iii) to the extent is required by applicable laws law; (e) in connection with the exercise of any right or regulations remedy under the Loan Documents or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action litigation to which Administrative Agent or proceeding relating such Lender is a party; (f) to the enforcement any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant inAdministrative Agent, or any prospective assignee Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of or Participant in, any confidentiality in respect of its rights or obligations under such information no less restrictive than this Agreement Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (Bi) any actual or prospective counterparty (or its advisors) that ceases to any swap or derivative transaction be confidential through no fault of Administrative Agent or any credit insurance provider relating to Lender. In the Borrower and its obligationscase of any disclosure under Sections 15.9.1(c), (viid), (e) with the consent of the Company or and (viii) f), Administrative Agent and such Lender will provide Borrower, to the extent such Information (A) becomes publicly available not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other than as a result of a breach remedy or waive compliance, in whole or in part, with the terms of this Section of which such Agent or Lender is aware or (B) becomes available 15.9. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
(b) The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder and (b) certain of the Lenders may have personnel who do not wish to receive material non-public information (“MNPI”) with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they shall identify in writing and clearly and conspicuously xxxx information that contains only information that is publicly available or that is not material for purposes of United States federal and state securities laws as "PUBLIC". The Loan Parties agree that by identifying such information as "PUBLIC" or publicly filing such information with the SEC, then Administrative Agent, the Lenders shall be entitled to treat such information as not containing any MNPI for purposes of United States federal and state securities laws. The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or Administrative Agent (including, without limitation, notices of borrowing).
(c) If any Lender has elected to abstain from receiving MNPI concerning the Loan Parties or their Affiliates, such Lender acknowledges that, notwithstanding such election, Administrative Agent and/or the Loan Parties will, from time to time, make available syndicate- information (which may contain MNPI) as required by the terms of this Section Agreement, or in the course of administering the Term Loans, to the credit contact(s) identified for receipt of such information on the Lender's administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender's compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the relevant Lender or hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Administrative Agent and the Loan Parties upon request therefor by Administrative Agent or the Loan Parties. Notwithstanding such Lender's election to abstain from receiving MNPI, such Lender is aware. For acknowledges that if such Lender chooses to communicate with Administrative Agent, it assumes the purposes risk of this Section,receiving MNPI concerning the Loan Parties or their Affiliates.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Company; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available NYDOCS02/1175986.51175986.8 95 AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY ISSUING BANK, ANY LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY. IN ADDITION, THE ADMINISTRATIVE AGENT AND THE LENDERS MAY DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND INFORMATION ABOUT THIS AGREEMENT TO MARKET DATA COLLECTORS, SIMILAR SERVICE PROVIDERS TO THE LENDING INDUSTRY AND SERVICE PROVIDERS TO THE AGENTS AND THE LENDERS IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE COMMITMENTS. FOR THE PURPOSES OF THIS SECTION, “INFORMATION” MEANS ALL INFORMATION RECEIVED FROM THE COMPANY RELATING TO THE COMPANY OR ITS BUSINESS, OTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE COMPANY; PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM THE COMPANY AFTER THE DATE HEREOF, SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL. 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 OWN CONFIDENTIAL INFORMATION.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrowers and each Lender acknowledge that, if information furnished by the Borrowers pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Company has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Company has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Company agrees to clearly designate all information provided to the Administrative Agent by or any Lender on a nonconfidential basis from a source other than behalf of the Company other than as a result of a breach of this Section of which that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such Agent designation by the Company without liability or Lender is awareresponsibility for the independent verification thereof. For the purposes of this Section,NYDOCS02/1175986.51175986.8 96
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Borrower. In addition, the Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, the Loans and the Commitments. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from a source other than the Company other than Borrower after the date hereof, such information is clearly identified at the time of delivery as a result confidential. Any Person required to maintain the confidentiality of a breach 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is awaredesignated for Private Side Lender Representatives. For The Borrower agrees to clearly designate all information provided to the purposes Administrative Agent by or on behalf of this Section,the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Samples: Term Credit Agreement (Keysight Technologies, Inc.)
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Company; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including AMERICAS/0000000000.12022776969.5 000 Xxxxxxx, xxxxx and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrowers and each Lender acknowledge that, if information furnished by the Borrowers pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Company has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Company has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Company agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Company that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Company without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Each of the Administrative Agent Agent, the Lenders, the Swingline Lender and each the Issuing Lender agrees to maintain the confidentiality of non-public information with respect to the Information (as defined below)Borrower and its Subsidiaries which is furnished pursuant to this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to herein or therein, except that Information such information may be disclosed (ia) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements representatives (it being understood that each Person the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and that the disclosing party shall remain responsible for any unauthorized disclosure of such information by such Persons), (iib) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iiic) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (ivd) to any other party to this Agreementhereto, (ve) to the extent required or advisable in the judgment of counsel in connection with the exercise of any suitremedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights of the Agents hereunder or the Lenders against the Borrowers under this Agreement or any other Loan Documentthereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bg) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (viiii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, 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 and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section), (h) with the consent of the Company Borrower or (viiii) to the extent such Information information (Ax) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (By) becomes available to the Administrative Agent Agent, any Lender, the Swingline Lender, the Issuing Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than Borrower. Any Person required to maintain the confidentiality of information as a result of a breach of 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 which care to maintain the confidentiality of such Agent or Lender is aware. For the purposes of this Section,Information as such Person would accord to its own confidential information.
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender Lxxxxx agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, advisors who need to Related Funds’ directors and officers and to any direct or indirect contractual counterparty know such information in swap agreements connection with the credit facilities established hereunder (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (By) any direct or indirect, actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations, obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (viii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than Borrower that is not known by the Administrative Agent, such Issuing Bank, such Lender or such Affiliate to have possession of such information illegally or as a result of a breach violation of this Section Section. In addition, the Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of which this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent such Agent or Lender information is awarecustomarily provided to such Persons. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, advisors who need to Related Funds’ directors and officers and to any direct or indirect contractual counterparty know such information in swap agreements connection with the credit facilities established hereunder (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (By) any direct or indirect, actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations, obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (viii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than Borrower that is not known by the Administrative Agent, such Issuing Bank, such Lender or such Affiliate to have possession of such information illegally or as a result of a breach violation of this Section Section. In addition, the Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of which this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent such Agent or Lender information is awarecustomarily provided to such Persons. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any 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 own confidential information.
(a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(b) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating to the Borrower and its obligations, (vii) similar agency in connection with the consent issuance and monitoring of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,CUSIP numbers with respect to
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Each Agent, Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligationsAgreement, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is awareCompany. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrowers and each Lender acknowledge that, if information furnished by the Borrowers pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through IntraLinks/IntraAgency, SyndTrak or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Company has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Company has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Company agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Company that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Company without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Each of the Administrative Agent Agent, the Lenders, the Swingline Lender and each the Issuing Lender agrees to maintain the confidentiality of non-public information with respect to the Information (as defined below)Borrower and its Subsidiaries which is furnished pursuant to this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to herein or therein, except that Information such information may be disclosed (ia) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements representatives (it being understood that each Person the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and that the disclosing party shall remain responsible for any unauthorized disclosure of such information by such Persons), (iib) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iiic) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (ivd) to any other party to this Agreementhereto, (ve) to the extent required or advisable in the judgment of counsel in connection with the exercise of any suitremedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights of the Agents hereunder or the Lenders against the Borrowers under this Agreement or any other Loan Documentthereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bg) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non‑public information concerning the Borrower and its Related Parties or the Borrower’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Borrower, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrower, the Subsidiaries and their Related Parties or the Borrower’s .
Appears in 1 contract
Samples: Credit Agreement (CDK Global, Inc.)
Confidentiality; Non-Public Information. (a) The 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agrees agree to use commercially reasonable efforts (equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of the Information (its own confidential information) to maintain as defined below)confidential all information provided to them by any Loan Party and designated as confidential, except that Information Administrative Agent and each Lender may be disclosed disclose such information (ia) to its Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and its Affiliates’ directorsthe Term Loan Commitments, officersprovided that, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any direct assignee or indirect contractual counterparty participant or potential assignee or participant that has agreed to comply with the covenant contained in swap agreements this Section 15.9 (it being understood that each Person and any such assignee or participant or potential assignee or participant may disclose such information to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialPersons employed or engaged by them as described in clause (a) above), ; (iic) to the extent as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (including any self-regulatory authorityd) having jurisdiction over as, on the advice of Administrative Agent’s or such Lender’s counsel, (iii) to the extent is required by applicable laws law; (e) in connection with the exercise of any right or regulations remedy under the Loan Documents or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action litigation to which Administrative Agent or proceeding relating such Lender is a party; (f) to the enforcement any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant inAdministrative Agent, or any prospective assignee Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of or Participant in, any confidentiality in respect of its rights or obligations under such information no less restrictive than this Agreement Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (Bi) any actual or prospective counterparty (or its advisors) that ceases to any swap or derivative transaction be confidential through no fault of Administrative Agent or any credit insurance provider relating to Lender. In the Borrower and its obligationscase of any disclosure under Sections 15.9.1(c), (viid), (e) with the consent of the Company or and (viii) f), Administrative Agent and such Lender will provide Borrower, to the extent such Information (A) becomes publicly available not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other than as a result of a breach remedy or waive compliance, in whole or in part, with the terms of this Section of which such Agent or Lender is aware or (B) becomes available 15.9. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
15.9.2 The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder and (b) certain of the Lenders may have personnel who do not wish to receive material non-public information (“MNPI”) with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they shall identify in writing and clearly and conspicuously mxxx information that contains only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Loan Parties agree that by identifying such information as “PUBLIC” or publicly filing such information with the SEC, then Administrative Agent, the Lenders shall be entitled to treat such information as not containing any MNPI for purposes of United States federal and state securities laws. The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or Administrative Agent (including, without limitation, notices of borrowing).
15.9.3 If any Lender has elected to abstain from receiving MNPI concerning the Loan Parties or their Affiliates, such Lender acknowledges that, notwithstanding such election, Administrative Agent and/or the Loan Parties will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of this Section Agreement, or in the course of administering the Term Loans, to the credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the relevant Lender or hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Administrative Agent and the Loan Parties upon request therefor by Administrative Agent or the Loan Parties. Notwithstanding such Lender’s election to abstain from receiving MNPI, such Lender is aware. For acknowledges that if such Lender chooses to communicate with Administrative Agent, it assumes the purposes risk of this Section,receiving MNPI concerning the Loan Parties or their Affiliates.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Each Agent and each Lender agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers Borrower or any other Loan Party under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or such Lender is aware or (B) becomes available to the Administrative any Agent or any Lender on a nonconfidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such Agent or such Lender is aware. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower other than as a result of a breach of this Section of which such Agent or such Lender is aware. 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 own confidential information.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower Borrowers and its their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such the Administrative Agent or Lender is aware. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Each of the Administrative Agent Agent, the Lenders, the Swingline Lender and each Lender the Issuing Lenders agrees to maintain the confidentiality of non-public information with respect to the Information (as defined below)Borrower and its Subsidiaries which is furnished pursuant to this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to herein or therein, except that Information such information may be disclosed (ia) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements representatives (it being understood that each Person the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and that the disclosing party shall remain responsible for any unauthorized disclosure of such information by such Persons), (iib) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iiic) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (ivd) to any other party to this Agreementhereto, (ve) to the extent required or advisable in the judgment of counsel in connection with the exercise of any suitremedies hereunder, under any other Credit Document or Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights of the Agents hereunder or the Lenders against the Borrowers under this Agreement or any other Loan Documentthereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bg) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (viiii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, 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 and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section), (h) with the consent of the Company Borrower or (viiii) to the extent such Information information (Ax) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,or
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Company; or (viiiix) to the extent such Information Information
(A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
(b) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrowers and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(c) The Borrowers and each Lender acknowledge that, if information furnished by the Borrowers pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Company has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Company has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is designated for Private Side Lender Representatives. The Company agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Company that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Company without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, advisors who need to Related Funds’ directors and officers and to any direct or indirect contractual counterparty know such information in swap agreements connection with the credit facilities established hereunder (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under [[5276821]] this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (By) any direct or indirect, actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations, obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (viii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender or such Affiliate to have possession of such information illegally or as a result of a violation of this Section. In addition, the Administrative Agent, the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent such information is customarily provided to such Persons. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than prior to disclosure by the Company other than Borrower. Any Person required to maintain the confidentiality of Information as a result of a breach of 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 own confidential information.
(a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(b) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the “Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information [[5276821]] furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is awaredesignated for Private Side Lender Representatives. For The Borrower agrees to clearly designate all information provided to the purposes Administrative Agent by or on behalf of this Section,the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent Agent, each Issuing Bank and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Documenthereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent Agent, any Issuing Bank, any Lender or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Company other than as a result of a breach Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Section Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of which such Agent or Lender is awarethis Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. 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 own confidential information.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower Borrowers and its their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware. For the purposes of this Section,, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Appears in 1 contract
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents Administrative Agent or the Lenders against the Borrowers Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company Borrower other than as a result of a breach of this Section of which such the Administrative Agent or such Lender is aware. For the purposes of this Section,, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. 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 own confidential information.
(b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Borrower and its Related Parties or the Borrower’s securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
(c) All information, including requests for waivers and amendments, furnished by the Borrower, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrower, the Subsidiaries and their Related Parties or the Borrower’s securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Appears in 1 contract
Samples: Credit Agreement (CDK Global, Inc.)
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements advisors (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or obligations (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (By) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction the CUSIP Service Bureau or any credit insurance provider relating similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrower and its obligations, this Agreement; (viiviii) with the consent of the Company Borrower or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,, or
Appears in 1 contract
Samples: Bridge Credit Agreement
Confidentiality; Non-Public Information. (a) The Administrative Agent and Each Party must keep confidential any information supplied to it in connection with the Notes Documents. However, each Lender agrees Party is entitled to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclose information:
(i) to its and its Affiliates’ directorswhich is publicly available, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section Clause by the disclosing Party;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any law or regulation, including stock exchange regulations;
(iv) to another Party, subject to paragraph (b) of which such Agent this Clause 12;
(v) to a governmental, banking, taxation or Lender is aware other regulatory Authority;
(vi) in connection with a potential transfer of Notes or rights and obligations under this Agreement;
(Bvii) becomes available to its professional advisers; or
(viii) with the consent of the other Party.
(b) Except with respect to the Administrative Agent material terms and conditions of the transactions contemplated by the Notes Documents and the Warrant Agreement, the Issuer covenants and agrees that neither it, nor any other person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Issuer reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information. To the extent that the Issuer, any of its Subsidiaries, or any Lender on of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor without the Investor's prior written consent, the Issuer hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Issuer, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates. To the extent that any notice provided by the Issuer to the Investor contains, material, non-public information regarding the Issuer or any Subsidiaries, the Issuer shall simultaneously publish a nonconfidential basis from a source other than press release disclosing the Company other than as a result respective material, nonpublic information in accordance with the rules of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section,relevant stock exchanges..
Appears in 1 contract
Samples: Subscription Agreement (Wisekey International Holding S.A.)
Confidentiality; Non-Public Information. (a) The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, advisors who need to Related Funds’ directors and officers and to any direct or indirect contractual counterparty know such information in swap agreements connection with the credit facilities established hereunder (it being understood that each Person 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), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory self‑regulatory authority) having jurisdiction over , such Lenderas the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers under this Agreement or any other Loan DocumentDocument or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (Ax) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its [[DMS:5352758v9:6/11/2020 5:16:46 PM rights or and obligations under this Agreement or Agreement, (By) any direct or indirect, actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations, obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (viii) with the consent of the Company Borrower; or (viiiix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender or such Affiliate to have possession of such information illegally or as a result of a violation of this Section. In addition, the Administrative Agent, the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent such information is customarily provided to such Persons. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than prior to disclosure by the Company other than Borrower. Any Person required to maintain the confidentiality of Information as a result of a breach of 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 own confidential information.
(a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate‑level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
(b) The Borrower and each Lender acknowledge that, if information furnished by the Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through DebtDomain or another website or other information platform (the ”Platform”), (i) the Administrative Agent may post any information that the Borrower has indicated as containing MNPI solely on that portion of the Platform as is designated for Private Side Lender Representatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform as is awaredesignated for Private Side Lender Representatives. For The Borrower agrees to clearly designate all information provided to the purposes Administrative Agent by or on behalf of this Section,the Borrower that is suitable [[DMS:5352758v9:6/11/2020 5:16:46 PM to be made available to Public Side Lender Representatives, and the Administrative Agent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification thereof.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Leidos Holdings, Inc.)
