Common use of ConfidentialityConfidentiality Clause in Contracts

ConfidentialityConfidentiality. All information regarding the terms set forth in any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be disclosed by either Party to any Person except (a) to the Affiliates of such Party or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority, stock exchange, government department or agency, or required by Requirements of Law or necessary or advisable in connection with any public company filing requirements under federal securities laws, (c) to the extent required to be included in the financial statements of either Party or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate and administer a Transaction, (f) in the event any Party is legally compelled to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (g) to any actual or prospective Participant, Eligible Assignee or Hedge Counterparty that agrees to comply with this Section 18.10, and (h) in connection with a public market transaction of Guarantor, but only to the extent such disclosure is legally required pursuant to an applicable Requirement of Law; provided, that, except with respect to the disclosures by Buyer under clause (g) of this Section 18.10, no such disclosure made with respect to any Repurchase Document shall include a copy of such Repurchase Document to the extent that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosure.

ConfidentialityConfidentiality. All information regarding the terms set forth in any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be disclosed by either Party to any Person except (a) Each Agent, each Other Representative and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of any Holding Company or the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records of any Holding Company or the Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the Borrower (it being understood that each relevant Lender shall be solely responsible for obtaining such instrument (or such electronically recorded agreement)), (iii) to its Affiliates of such Party or its or their respective directorsand the employees, officers, employeespartners, directors, agents, advisors, attorneys, accountants and other representatives who are informed professional advisors of it and its Affiliates, provided that such Lender shall inform each such Person of the confidential nature of agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such information and instructed Person referred to keep it confidentialin this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16), (biv) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates or to the extent requested by required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, stock exchangesuch Lender shall, government department unless prohibited by any Requirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or agencyunder any Interest Rate Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or required by Requirements of Law any Governmental Authority having jurisdiction over such Lender or necessary or advisable its affiliates (to the extent applicable), (viii) in connection with any public company filing requirements under federal securities lawslitigation to which such Lender (or, (cwith respect to any Interest Rate Agreement, any Affiliate of any Lender party thereto) may be a party subject to the extent required to be included proviso in the financial statements of either Party or an Affiliate thereof, clause (div) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate and administer a Transaction, (f) in the event any Party is legally compelled to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdictionabove, and (gix) if, prior to such information having been so provided or obtained, such information was already in an Agent’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the Borrower or any actual of its Subsidiaries being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or prospective Participantany Assignment and Acceptance, Eligible Assignee the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Hedge Counterparty that agrees Lender ceasing to comply with this Section 18.10be an Agent or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to service providers providing administrative and (h) ministerial services solely in connection with the syndication and administration of the Facilities on a public market transaction of Guarantor, but only to the extent such disclosure is legally required pursuant to an applicable Requirement of Lawconfidential basis; provided, provided that, except with respect to the disclosures by Buyer under clause (g) information which has been publicly disclosed other than in breach of this Section 18.10Agreement, no the Administrative Agent shall inform each such disclosure made Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person with respect this agreement (including, where appropriate, to cause any Repurchase Document shall such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16). (b) Each Lender acknowledges that any such information referred to in Subsection 11.16(a), and any information (including requests for waivers and amendments) furnished by the Borrower or any of its Subsidiaries or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, may include a copy material non-public information concerning the Borrower or any of its Subsidiaries, the other Loan Parties and their respective Affiliates or their respective securities. Each Lender represents and confirms that such Repurchase Document Lender has developed compliance procedures regarding the use of material non-public information; that such Lender will handle such material non-public information in accordance with those procedures and applicable law, including United States federal and state securities laws; and that such Lender has identified to the extent Administrative Agent a credit contact who may receive information that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to be disclosed, all pricing may contain material non-public information in accordance with its compliance procedures and other economic terms set forth therein shall be redacted before disclosureapplicable law.

ConfidentialityConfidentiality. All Each Lender agrees to hold any confidential information regarding the terms set forth that it may receive from Borrower in any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be disclosed by either Party to any Person connection with this Agreement in confidence, except for disclosure: (a) to the other Lenders or Affiliates of such Party or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, a Lender; (b) to legal counsel and accountants for Borrower or any Lender; (c) to other professional advisors to Borrower or any Lender, provided that the extent requested by recipient has accepted such information subject to a confidentiality agreement substantially similar to this Section 11.14; (d) to regulatory officials having jurisdiction over that Lender (including any self-regulatory authority, stock exchangesuch as the National Association of Insurance Commissioners), government department (e) as required by Law or agencylegal process, provided that each Lender agrees to notify Borrower of any such disclosures unless prohibited by applicable Laws, or required by Requirements of Law or necessary or advisable in connection with any public company filing requirements under federal securities laws, (c) legal proceeding to the extent required to be included in the financial statements of either Party or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate which that Lender and administer a Transaction, Borrower are adverse parties; (f) to another financial institution in the event any Party is legally compelled connection with a disposition or proposed disposition to make that financial institution of all or part of that Xxxxxx’s interests hereunder or a participation interest in its Loan, or to a prospective Lender pursuant to depositionSection 2.8(c), interrogatoryprovided that the recipient has accepted such information subject to a confidentiality agreement substantially similar to this Section 11.14, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (g) to any actual or prospective Participant, Eligible Assignee or Hedge Counterparty that agrees to comply with this Section 18.10, and (h) in connection with the exercise of remedies under any of the Loan Documents, (h) on a public market transaction of Guarantorconfidential basis to any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities provided hereunder, but only (i) on a confidential basis to the extent such disclosure is legally required pursuant to an applicable Requirement CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of Law; provided, that, except CUSIP numbers or other market identifiers with respect to the disclosures credit facilities provided hereunder and (j) with the consent of the Borrower, to actual or prospective swap counterparties in connection with any Hedging Agreement. For purposes of the foregoing, “confidential information” shall mean any information respecting Borrower or its Subsidiaries reasonably considered by Buyer under clause Borrower to be confidential, other than (gi) of information previously filed with any Governmental Agency and available to the public and (ii) information previously published or disclosed in any public medium from a source other than, directly or indirectly, that Lender. Nothing in this Section 18.10, no such disclosure made with respect shall be construed to create or give rise to any Repurchase Document shall include a copy fiduciary duty on the part of such Repurchase Document the Agent or the Lenders to the extent that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosureBorrower.

ConfidentialityConfidentiality. All information regarding the terms set forth in any of the Repurchase Documents or the Transactions shall be kept confidential and shall not be disclosed by either Party to any Person except (a) Subject to the Affiliates provisions of such Party or clause (b) of this Section 12.15, each Lender agrees that it will not disclose without the prior consent of Silgan (other than on a confidential basis to its or their respective employees, partners, directors, officers, employeesaccountants, agentsauditors or counsel or to another Lender or such Lender’s holding or parent company or to any credit insurance provider relating to the Borrower and the Obligations if such Lender determines in its sole discretion that any such party should have access to such information) any information with respect to Silgan or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Credit Document and which is either (x) financial information or statements or (y) designated by any Borrower to the Lender in writing as confidential, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of provided that any Lender may disclose any such information and instructed (i) as has become generally available to keep it confidentialthe public, (bii) as may be required in any report, statement or testimony submitted to any municipal, state or Federal regulatory body or self-regulatory authority having or claiming to have jurisdiction over such Lender or to the extent requested by any regulatory authorityFederal Reserve Board, stock exchange, government department the Federal Deposit Insurance Corporation or agency, the NAIC or required by Requirements of Law similar organizations (whether in the United States or necessary elsewhere) or advisable their successors or in connection with any public company filing requirements pledge permitted under federal securities lawsSection 12.04(d), (ciii) as may be required in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) that is already in possession of such Lender on a non-confidential basis, (vi) that is provided to such Lender on a non-confidential basis by a Person who in doing so has not violated a duty of confidentiality owing to any Lender or to Silgan or any of its Subsidiaries, (vii) to the extent required to be included in Administrative Agent or the financial statements of either Party or an Affiliate thereofCollateral Agent, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate and administer a Transaction, (f) in the event any Party is legally compelled to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (gviii) to any actual or prospective Participantdirect or indirect contractual counterparty in any swap, Eligible Assignee hedge or Hedge Counterparty that similar agreement (or to any such actual or prospective contractual counterparty’s professional advisor), so long as such actual or prospective contractual counterparty (or such professional advisor) agrees to comply with be bound by provisions substantially the same as this Section 18.1012.15, and (hix) to any prospective or actual transferee or participant (or its Related Parties) in connection with any contemplated transfer or participation of any of the Obligations or Commitments or any interest therein by such Lender, provided that such prospective transferee agrees with such Xxxxxx, to maintain confidentiality provisions substantially the same as this Section 12.15, (x) to any other party hereto, (xi) in connection with the exercise of any remedies hereunder or under any other Credit Document, or the enforcement of rights hereunder or thereunder and (xii) on a public market transaction confidential basis to (A) any rating agency in connection with rating Silgan or its Subsidiaries or the credit facilities contemplated hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of Guarantor, but only to the extent such disclosure is legally required pursuant to an applicable Requirement of Law; provided, that, except CUSIP numbers with respect to the disclosures by Buyer under clause (g) credit facilities contemplated hereunder. In addition, the Administrative Agent and each Lender may disclose the existence of this Section 18.10Agreement and information about this Agreement, no such disclosure made with respect on an as-needed basis, to any Repurchase Document shall include a copy of such Repurchase Document bank market data collectors and similar service providers to the extent lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of the Credit Documents. (b) Each Borrower hereby acknowledges and agrees that a summary would sufficeeach Lender may share with any of its Affiliates (including, but if it is necessary for a copy in the case of any Repurchase Document Lender that is a fund, such Xxxxxx’s investment advisor) any information related to be disclosedSilgan or any of its Subsidiaries (including, all pricing and other economic terms set forth therein shall be redacted before disclosure.without limitation, any nonpublic 195 150546217_8170136845_8

ConfidentialityConfidentiality. All information regarding the terms set forth in any Each of the Repurchase Documents or Administrative Agent and the Transactions shall be kept confidential and shall not Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed by either Party to any Person except (a) to the Affiliates of such Party or its or their respective and its Affiliates’ directors, officers, employees, employees and agents, advisorsincluding accountants, attorneys, accountants legal counsel and other representatives who are advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information Information and instructed to keep it such Information confidential), (b) to the extent requested by any regulatory authority, stock exchange, government department authority or agency, or required by Requirements of Law or necessary or advisable in connection with any public company filing requirements under federal securities lawsself-regulatory body, (c) to the extent required to be included in the financial statements of either Party by applicable laws or an Affiliate thereofregulations or by any subpoena or similar legal process, (d) to the extent required any other party to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Propertiesthis Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the extent required to consummate and administer a Transactionenforcement of rights hereunder, (f) in subject to an agreement containing provisions substantially the event any Party is legally compelled same as those of this Section, to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (gx) to any actual or prospective Participantassignee, Eligible Assignee Participant or Hedge Counterparty that agrees counterparty (and its advisors) to comply any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating to the Borrower and its obligations under this Agreement, (g) with this Section 18.10, and the consent of the Borrower or (h) in connection with a public market transaction of Guarantor, but only to the extent such disclosure is legally required pursuant to an applicable Requirement Information (i) becomes publicly available other than as a result of Law; provided, that, except with respect to the disclosures by Buyer under clause (g) a breach of this Section 18.10or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, no “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 made 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; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any Repurchase Document shall include a copy and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such Repurchase Document person to the extent that a summary would suffice, but if it is necessary for a copy of any Repurchase Document relating to be disclosed, all pricing such tax treatment and other economic terms set forth therein shall be redacted before disclosuretax structure.

ConfidentialityConfidentiality. All The Administrative Agent, each Arranger, each Bookrunner, each Syndication Agent, each Documentation Agent and each Lender shall maintain the confidentiality of all information regarding provided to it by or on behalf of Holdings or any Subsidiary, or by the terms set forth Administrative Agent on Holdings’ or such Subsidiary’s behalf, under this Agreement or any other Loan Document, it being understood and agreed by the Credit Parties that, in any event, the Administrative Agent may disclose such information to the Lenders and the Administrative Agent, each Arranger, each Bookrunner, each Syndication Agent, each Documentation Agent and each Lender may make disclosures thereof to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by such Person on breach of the Repurchase Documents provisions of this Section 10.08, or (ii) was or becomes available on a non-confidential basis from a source other than Holdings or its Subsidiaries; provided that such source is not bound by a confidentiality agreement with Holdings or any of its Subsidiaries known to such Person; provided, further, that the Transactions shall be kept confidential and shall not be disclosed by either Party to Administrative Agent, any Person except Arranger, any Bookrunner, any Syndication Agent, any Documentation Agent or any Lender may disclose such information (a) at the request or pursuant to any requirement of any Governmental Authority or representative thereof to which such Person is subject (including the NAIC) or in connection with an examination of such Person by any such authority; (b) pursuant to subpoena or other court process; (c) when required to do so in accordance with the provisions of any applicable Requirement of Law; (d) to the Affiliates extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (e) to such Party Person’s independent auditors and other professional advisors on a confidential basis; (f) to any Participant, Lender or Eligible Assignee, actual or potential; provided that such Person agrees to be bound by the terms of this Section 10.08 (or language substantially similar to this Section 10.08) which agreement may be pursuant to customary syndication practice; (g) as to any Lender or its Affiliate, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which Holdings or any Subsidiary is party with such Lender or such Affiliate; (h) to its Affiliates and to their respective officers, directors, officerspartners, members, employees, agentslegal counsel, independent auditors and other advisors, attorneysexperts or agents who need to know such information and who have been informed of the confidential nature thereof (and to other Persons authorized by a Lender or the Administrative Agent to organize, accountants and present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.08); (i) to any other representatives party to this Agreement; (j) to any pledgee referred to in Section 10.07(f) or any direct or indirect contractual counterparty or prospective counterparty (or such counterparty’s or prospective counterparty’s professional advisor) to any swap or derivative transaction relating to the Revolving Loans who are have been informed of the confidential nature of such information and instructed to keep it confidential, the information; (bk) to the extent requested by any regulatory authority, stock exchange, government department or agency, or required by Requirements of Law or necessary or advisable Xxxxx’x and S&P and other rating agencies in connection with any public company filing requirements under federal securities laws, the ratings contemplated by the Loan Documents; (cl) on a confidential basis to the extent required to be included in the financial statements of either Party CUSIP Service Bureau or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) to the extent required to consummate and administer a Transaction, (f) in the event any Party is legally compelled to make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction, and (g) to any actual or prospective Participant, Eligible Assignee or Hedge Counterparty that agrees to comply with this Section 18.10, and (h) agency in connection with a public market transaction the issuance and monitoring of Guarantor, but only to the extent such disclosure is legally required pursuant to an applicable Requirement of Law; provided, that, except CUSIP numbers with respect to the disclosures by Buyer under clause Revolving Loans and (gm) with the consent of the Borrower. In addition, the Administrative Agent and each Lender may disclose the existence of this Section 18.10Agreement and the information about this Agreement to market data collectors, no and on a need to know and confidential basis, similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents. In the case of confidential information received from Holdings or any Subsidiary after the date hereof, such information shall be clearly identified at the time of delivery as confidential. In the case of clauses (b) and (c), the disclosing party shall give notice of such disclosure made to the Borrower (other than any disclosure in connection with respect to any Repurchase Document shall include a copy of such Repurchase Document routine bank examinations), to the extent that a summary would suffice, but if it is necessary for a copy not otherwise prohibited by any Requirement of any Repurchase Document to be disclosed, all pricing and other economic terms set forth therein shall be redacted before disclosureLaw.