Common use of Confidentiality; Press Release Clause in Contracts

Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 2 contracts

Samples: And Restated Agreement (Host Hotels & Resorts, Inc.), And Restated Agreement (Host Hotels & Resorts L.P.)

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Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CVC.V., the Partners and their affairs, or any information obtained in relation to the other Partners, and their Affiliates to the extent such Affiliates have granted Direct Loans, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s or its Affiliates’ directors, employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 2 contracts

Samples: www.sec.gov, Host Hotels & Resorts L.P.

Confidentiality; Press Release. (a) Each Partner agrees Any confidential information from time to keep confidential, and time delivered to Administrative Agent and/or the Lenders by the Borrower or any other Credit Party which is not to make any use of (other than for purposes reasonably related to its interest in the Partnership public domain shall be held by such Agent or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates Lender as confidential; provided, that the Administrative Agent and each Lender may make disclosure of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) to its independent accountants and legal counsel (which Persons shall be likewise bound by the information being disclosed is publicly known at the time provisions of proposed disclosure by such Partner or Authorized Representativethis Section 11.14), (ii) such disclosure is required by law or regulation or pursuant to statutory and regulatory requirements, (iii) pursuant to any mandatory court order or subpoena or in connection with any legal process, (iv) pursuant to any written agreement hereafter made between the Administrative Agent, any Lender and the Borrower or any other Credit Party to which such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over information relates, which agreement permits such Partnerdisclosure, including filings (v) as necessary in connection with the trade register at exercise of any remedy by Administrative Agent or any Lender under the Chamber Loan Documents, (vi) consisting of Commerce and Industry general portfolio information that does not identify any Credit Party, (vii) which was heretofore been publicly disclosed or is otherwise available to such Agent and/or Lender on a non-confidential basis from a source that is not, to its knowledge, subject to a confidentiality agreement with any Credit Party, (viii) in Amsterdamconnection with any litigation to which Administrative Agent or any Lender or its Affiliates is a party, or (ix) subject to an agreement containing provisions substantially the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations same as those set forth in this Section 2.0711.14, to any assignee of or participant in, or prospective assignee of or participant in, any of the Obligations. Each Partner Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transactions contemplated by the Credit Agreement and the other Loan Documents (the “Transaction”), shall not apply to the federal tax structure or federal tax treatment of the Transaction, and each party hereto (and any employee, representative, agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal tax structure and federal tax treatment of the Transaction. The preceding sentence is intended to cause the Transaction to be treated as not having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and shall be liable for any breach of construed in a manner consistent with such obligations by an Authorized Representativepurpose. In addition, unless such Authorized Representative each party hereto acknowledges that it has executed an agreement, for no proprietary or exclusive rights to the benefit federal tax structure of the General Partner, Transaction or any federal tax matter or federal tax idea related to be bound by the terms of such obligationsTransaction.

Appears in 2 contracts

Samples: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)

Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 2 contracts

Samples: Host Hotels & Resorts, Inc., Host Hotels & Resorts L.P.

Confidentiality; Press Release. (a) Each Partner agrees From and after the date of this Agreement, neither Buyer nor Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Seller and Buyer from each releasing a press release concerning the sale of the Property pursuant to keep confidentialSection 14.3(b) below, and not to make (ii) any use of (other than for purposes reasonably related to its interest party from disclosing any matters set forth in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairsthis Agreement, or any information obtained in relation of the terms and provisions of this Agreement, if and to the extent that such disclosure is reasonably required by New York Stock Exchange regulation or Applicable Law or a court or other Partnersbinding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and any Exchange Commission. No provision of this Section 14.3(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or matter related other reporting purposes or other Applicable Law, (2) confidential disclosures to any Partnership InvestmentAffiliates of either Seller or Buyer, including, among other things, (3) disclosures required in connection with legal proceedings to enforce the estimated value or terms and conditions provisions of this Agreement, (4) disclosures by Seller or Buyer in connection with the satisfaction of any potential transaction condition precedent to the Closing, (5) disclosures of matters of which the Partnership there is actively pursuing (public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to such Partner’s the officers, employees, agents, contractors, attorneys, accountants, insurers, advisors and consultants of the parties on a need-to-know basis, and (including financial advisors7) or representatives responsible for matters relating disclosures to the Partnership (current and prospective purchasers, lenders, insurers, underwriters, partners, members, investors and stockholders of Buyer and its Affiliates; provided that Buyer shall advise each such Person being hereinafter referred to as an “Authorized Representative”)); provided of the confidential nature of such information and that such Partner and its Authorized Representatives may make such disclosure Persons agree to maintain the extent confidentiality thereof. The Parties agree that (i) the information being disclosed is publicly known at the time provisions of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, 14.3 apply solely to be bound by the terms of such obligationsthis Agreement, and do not apply to the Documents, which are separately addressed in the Access Agreement.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Ducommun Inc /De/)

Confidentiality; Press Release. (a) Each Partner agrees Any information concerning any Credit Party or its Subsidiaries or business operations or assets delivered prior to keep confidential, the Effective Date and from and after the Effective Date to the Agent or the Lenders by any Borrower or any other Credit Party which is identified as confidential and which is not to make any use of (other than for purposes reasonably related to its interest in the Partnership public domain shall be held by the Agent or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates Lender as confidential; provided, that the Agent and each Lender may make disclosure of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) to its independent accountants and legal counsel (which Persons shall be likewise bound by the information being disclosed is publicly known at the time provisions of proposed disclosure by such Partner or Authorized Representativethis Section 11.14), (ii) such disclosure is required by law or regulation or pursuant to statutory and regulatory requirements, (iii) pursuant to any mandatory court order or subpoena or in connection with any legal process, (iv) pursuant to any written agreement hereafter made between the Agent, any Lender and any Borrower or any other Credit Party to which such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over information relates, which agreement permits such Partnerdisclosure, including filings (v) as necessary in connection with the trade register at exercise of any remedy by Agent or any Lender under the Chamber Loan Documents, (vi) consisting of Commerce and Industry general portfolio information that does not directly or indirectly identify any Credit Party, (vii) which has heretofore been publicly disclosed or is otherwise available to such Agent or Lender on a non-confidential basis from a source that is not, to its knowledge, subject to a confidentiality agreement with any Credit Party, (viii) in Amsterdam, the Netherlands (the “Chamber connection with 107 any litigation against any Credit Party or otherwise arising out of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (relating to the extent permitted by applicable lawtransactions contemplated under the Loan Documents to which Agent or any Lender or its Affiliates is a party, or (ix) use its commercially reasonable efforts subject to promptly notify a written agreement containing provisions substantially the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations same as those set forth in this Section 2.07. Each Partner shall be liable for 11.14, to any breach assignee of such obligations by an Authorized Representativeor participant in, unless such Authorized Representative has executed an agreementor prospective assignee of or participant in, for the benefit any of the General PartnerObligations; provided, however, that in the event any assignee of a Lender has an Affiliate which is a Competitor, such assignee may not disclose to be bound by such Affiliate any information concerning any Credit Party or its Subsidiaries or business operations or assets which is identified as confidential and which is not in the terms of such obligationspublic domain.

Appears in 1 contract

Samples: Security Agreement (Curative Health Services Inc)

Confidentiality; Press Release. (a) Each Partner agrees Any information concerning any Credit Party or its Subsidiaries or business operations or assets delivered prior to keep confidential, the Closing Date and from and after the Closing Date to the Agent and/or the Lenders by any Borrower or any other Credit Party which is identified as confidential and which is not to make any use of (other than for purposes reasonably related to its interest in the Partnership public domain shall be held by the Agent or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates Lender as confidential; provided, that the Agent and each Lender may make disclosure of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) to its independent accountants and legal counsel (which Persons shall be likewise bound by the information being disclosed is publicly known at the time provisions of proposed disclosure by such Partner or Authorized Representativethis Section 11.14), (ii) such disclosure is required by law or regulation or pursuant to statutory and regulatory requirements, (iii) pursuant to any mandatory court order or subpoena or in connection with any legal process, (iv) pursuant to any written agreement hereafter made between the Agent, any Lender and any Borrower or any other Credit Party to which such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over information relates, which agreement permits such Partnerdisclosure, including filings (v) as necessary in connection with the trade register at exercise of any remedy by Agent or any Lender under the Chamber Loan Documents, (vi) consisting of Commerce and Industry general portfolio information that does not directly or indirectly identify any Credit Party, (vii) which was heretofore been publicly disclosed or is otherwise available to such Agent and/or Lender on a non-confidential basis from a source that is not, to its knowledge, subject to a confidentiality agreement with any Credit Party, (viii) in Amsterdam, the Netherlands (the “Chamber connection with any litigation against any Credit Party or otherwise arising out of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (relating to the extent permitted by applicable lawtransactions contemplated under the Loan Documents to which Agent or any Lender or its Affiliates is a party, or (ix) use its commercially reasonable efforts subject to promptly notify a written agreement containing provisions substantially the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations same as those set forth in this Section 2.07. Each Partner shall be liable for 11.14, to any breach assignee of such obligations by an Authorized Representativeor participant in, unless such Authorized Representative has executed an agreementor prospective assignee of or participant in, for the benefit any of the General PartnerObligations; provided, however, that in the event any assignee of a Lender has an Affiliate which is a Competitor, such assignee may not disclose to be bound by such Affiliate any information concerning any Credit Party or its Subsidiaries or business operations or assets which is identified as confidential and which is not in the terms of such obligations.public domain;

Appears in 1 contract

Samples: Credit Agreement (Curative Health Services Inc)

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Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CVC.V., the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 1 contract

Samples: Host Hotels & Resorts, Inc.

Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CVC.V., the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s or its Affiliates’ directors, employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (ii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 1 contract

Samples: Fourth Amended And (Host Hotels & Resorts, Inc.)

Confidentiality; Press Release. (a) Each Partner agrees Any information concerning any Credit Party or its Subsidiaries or business operations or assets delivered prior to keep confidential, the Restatement Effective Date and from and after the Restatement Effective Date to the Agent or the Lenders by any Borrower or any other Credit Party which is identified as confidential and which is not to make any use of (other than for purposes reasonably related to its interest in the Partnership public domain shall be held by the Agent or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates Lender as confidential; provided, that the Agent and each Lender may make disclosure of such Partner), any information or matter relating to the Partnership, the TRS CV, the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) to its independent accountants and legal counsel (which Persons shall be likewise bound by the information being disclosed is publicly known at the time provisions of proposed disclosure by such Partner or Authorized Representativethis Section 11.14), (ii) such disclosure is required by law or regulation or pursuant to statutory and regulatory requirements, (iii) pursuant to any mandatory court order or subpoena or in connection with any legal process, (iv) pursuant to any written agreement hereafter made between the Agent, any Lender and any Borrower or any other Credit Party to which such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over information relates, which agreement permits such Partnerdisclosure, including filings (v) as necessary in connection with the trade register at exercise of any remedy by Agent or any Lender under the Chamber Loan Documents, (vi) consisting of Commerce and Industry general portfolio information that does not 119 directly or indirectly identify any Credit Party, (vii) which has heretofore been publicly disclosed or is otherwise available to such Agent or Lender on a non-confidential basis from a source that is not, to its knowledge, subject to a confidentiality agreement with any Credit Party, (viii) in Amsterdam, the Netherlands (the “Chamber connection with any litigation against any Credit Party or otherwise arising out of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (relating to the extent permitted by applicable lawtransactions contemplated under the Loan Documents to which Agent or any Lender or its Affiliates is a party, or (ix) use its commercially reasonable efforts subject to promptly notify a written agreement containing provisions substantially the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations same as those set forth in this Section 2.07. Each Partner shall be liable for 11.14, to any breach assignee of such obligations by an Authorized Representativeor participant in, unless such Authorized Representative has executed an agreementor prospective assignee of or participant in, for the benefit any of the General PartnerObligations; provided, however, that in the event any assignee of a Lender has an Affiliate which is a Competitor, such assignee may not disclose to be bound by such Affiliate any information concerning any Credit Party or its Subsidiaries or business operations or assets which is identified as confidential and which is not in the terms of such obligationspublic domain.

Appears in 1 contract

Samples: Credit Agreement (Curative Health Services Inc)

Confidentiality; Press Release. (a) Each Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its interest in the Partnership or for purposes of filing such Partner’s tax returns or for other routine matters required by law) nor to disclose to or discuss with any Person (including any co-venturers or managers of other investments in real property but other than Affiliates of such Partner), any information or matter relating to the Partnership, the TRS CVC.V., the Partners and their affairs, or any information obtained in relation to the other Partners, and any information or matter related to any Partnership Investment, including, among other things, the estimated value or terms and conditions of any potential transaction which the Partnership is actively pursuing (other than disclosure to such Partner’s or its Affiliates’ directors, employees, agents, accountants, advisors (including financial advisors) or representatives responsible for matters relating to the Partnership (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Partner and its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of proposed disclosure by such Partner or Authorized Representative, (iii) such disclosure is required by law or regulation or (iii) such disclosure is required by any regulatory authority or self-regulatory organization having jurisdiction over such Partner, including filings with the trade register at the Chamber of Commerce and Industry in Amsterdam, the Netherlands (the “Chamber of Commerce”). Prior to making any disclosure required by law, regulation, regulatory authority or self-regulatory organization, each Partner shall (to the extent permitted by applicable law) use its commercially reasonable efforts to promptly notify the General Partner (and the affected Partner, if any) of such disclosure. Prior to any disclosure to any Authorized Representative, each Partner shall advise such Authorized Representative of the obligations set forth in this Section 2.07. Each Partner shall be liable for any breach of such obligations by an Authorized Representative, unless such Authorized Representative has executed an agreement, for the benefit of the General Partner, to be bound by the terms of such obligations.

Appears in 1 contract

Samples: Host Hotels & Resorts, Inc.

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