Common use of Disclosure by Tenant Clause in Contracts

Disclosure by Tenant. Tenant acknowledges (i) that Manager will provide certain Manager Confidential Information to Tenant in connection with the Operation of the Managed Facility, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets; and (ii) Tenant may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Tenant shall not, and shall cause its Affiliates not to, use Manager Confidential Information or Landlord Confidential Information in any other business or capacity, and Tenant acknowledges such use would constitute an unfair method of competition; (b) Tenant shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement, except to its shareholders, partners, directors, officers, employees, agents, representatives, legal counsel, accountants, existing and potential landlords and their lenders (including, to the extent required under the Lease, to Landlord and any Landlord’s Lender), and existing and potential Leasehold Lenders and investors and potential purchasers (provided that such potential investor or purchaser is not a Tenant Competitor), but only on a reasonable “need to know” basis in connection with its interest in the Managed Facility and subject to customary confidentiality protections (including under the Lease); (c) Tenant shall not make unauthorized copies of any portion of Manager Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Tenant shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential landlords (including Landlord and Landlord’s Lenders (in respect of Manager Confidential Information)), Leasehold Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement, or take any other actions that Tenant is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement shall not apply: (i) to information or techniques which are or become generally known to the public (other than through any breach of this Section 8.1 with respect to confidentiality); (ii) to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, or stock exchange rules; or (iii) to information known to Tenant (other than in connection with the performance of its rights or duties hereunder) before disclosure by either Manager or Landlord, or disclosed to Tenant by a third party not subject to confidentiality obligations to either Manager or Landlord, as applicable, or developed by Tenant without use of Manager Confidential Information or Landlord Confidential Information. In the event that Tenant or any Person to which Tenant has disclosed Manager Confidential Information or Landlord Confidential Information is requested or required by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process to disclose any Manager Confidential Information or Landlord Confidential Information, Tenant shall and shall cause such Person to: (A) provide Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Manager and/or Landlord, as applicable, and their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager, Landlord and their respective Affiliates, at their expense, in any effort Manager, Landlord or any of their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.1, Tenant shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information or Landlord Confidential Information, as applicable, that Tenant is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Manager Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Tenant shall be responsible for any acts or omissions of any of its employees, members, managers, attorneys, accountants, agents, representatives, consultants, existing and potential Leasehold Lenders and investors and potential purchasers in violation of this Section 8.1.

Disclosure by Tenant. Tenant acknowledges (i) that Manager will provide certain Manager Confidential Information to Tenant in connection with the Operation of the Managed Facility, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets; and (ii) Tenant may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Tenant shall not, and shall cause its Affiliates not to, use Manager Confidential Information or Landlord Confidential Information in any other business or capacity, and Tenant acknowledges such use would constitute an unfair method of competition; (b) Tenant shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement, except to its shareholders, partners, directors, officers, employees, agents, representatives, legal counsel, accountants, existing and potential landlords or sublessees and their lenders (including, to the extent required under the Lease, to Landlord and any Landlord’s Lender), and existing and potential Leasehold Lenders and investors and potential purchasers (provided that such potential investor or purchaser is not a Tenant Competitor), but only on a reasonable “need to know” basis in connection with its interest in the Managed Facility and subject to customary confidentiality protections (including under the Lease); (c) Tenant shall not make unauthorized copies of any portion of Manager Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Tenant shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential landlords (including Landlord and Landlord’s Lenders (in respect of Manager Confidential Information))) or sublessees, Leasehold Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement, or take any other actions that Tenant is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement shall not apply: (i) to information or techniques which are or become generally known to the public (other than through any breach of this Section 8.1 with respect to confidentiality); (ii) to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, or stock exchange rules; or (iii) to information known to Tenant (other than in connection with the performance of its rights or duties hereunder) before disclosure by either Manager or Landlord, or disclosed to Tenant by a third party not subject to confidentiality obligations to either Manager or Landlord, as applicable, or developed by Tenant without use of Manager Confidential Information or Landlord Confidential Information. In the event that Tenant or any Person to which Tenant has disclosed Manager Confidential Information or Landlord Confidential Information is requested or required by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process to disclose any Manager Confidential Information or Landlord Confidential Information, Tenant shall and shall cause such Person to: (A) provide Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Manager and/or Landlord, as applicable, and their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager, Landlord and their respective Affiliates, at their expense, in any effort Manager, Landlord or any of their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.1, Tenant shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information or Landlord Confidential Information, as applicable, that Tenant is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Manager Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Tenant shall be responsible for any acts or omissions of any of its employees, members, managers, attorneys, accountants, agents, representatives, consultants, existing and potential Leasehold Lenders and investors and sublessees and potential purchasers in violation of this Section 8.1.

Disclosure by Tenant. Tenant acknowledges (i) that Manager will provide certain Manager Confidential Information to Tenant in connection with the Operation of the Managed Facility, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets; and (ii) Tenant may receive certain Landlord Confidential Information in connection with the Managed Facility, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Tenant shall not, and shall cause its Affiliates not to, use Manager Confidential Information or Landlord Confidential Information in any other business or capacity, and Tenant acknowledges such use would constitute an unfair method of competition; (b) Tenant shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement, except to its shareholders, partners, directors, officers, employees, agents, representatives, legal counsel, accountants, existing and potential landlords or sublessees and their lenders (including, to the extent required under the Lease, to Landlord and any Landlord’s Lender), and existing and potential Leasehold Lenders and investors and potential purchasers (provided that such potential investor or purchaser is not a Tenant Competitor), but only on a reasonable “need to know” basis in connection with its interest in the Managed Facility and subject to customary confidentiality protections (including under the Lease); (c) Tenant shall not make unauthorized copies of any portion of Manager Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Tenant shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential landlords (including Landlord and Landlord’s Lenders (in respect of Manager Confidential Information))) or sublessees, Leasehold Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement, or take any other actions that Tenant is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement shall not apply: (i) to information or techniques which are or become generally known to the public (other than through any breach of this Section 8.1 with respect to confidentiality); (ii) to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, or stock exchange rules; or (iii) to information known to Tenant (other than in connection with the performance of its rights or duties hereunder) before disclosure by either Manager or Landlord, or disclosed to Tenant by a third party not subject to confidentiality obligations to either Manager or Landlord, as applicable, or developed by Tenant without use of Manager Confidential Information or Landlord Confidential Information. In the event that Tenant or any Person to which Tenant has disclosed Manager Confidential Information or Landlord Confidential Information is requested or required by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process to disclose any Manager Confidential Information or Landlord Confidential Information, Tenant shall and shall cause such Person to: (A) provide Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Manager and/or Landlord, as applicable, and their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager, Landlord and their respective Affiliates, at their expense, in any effort Manager, Landlord or any of their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.1, Tenant shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information or Landlord Confidential Information, as applicable, that Tenant is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Manager Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Tenant shall be responsible for any acts or omissions of any of its employees, members, managers, attorneys, accountants, agents, representatives, consultants, existing and potential Leasehold Lenders Lenders, investors and investors sublessees and potential purchasers in violation of this Section 8.1.

Disclosure by Tenant. Tenant acknowledges (i) that Manager will provide certain Manager Confidential Information to Tenant in connection with the Operation of the Managed FacilityFacilities, and that such Manager Confidential Information is proprietary to Manager and its Affiliates, and includes trade secrets; and (ii) Tenant may receive certain Landlord Confidential Information in connection with the Managed FacilityFacilities, and that such Landlord Confidential Information is proprietary to Landlord and its Affiliates, and may include trade secrets. Accordingly, during the Term and thereafter: (a) Tenant shall not, and shall cause its Affiliates not to, use Manager Confidential Information or Landlord Confidential Information in any other business or capacity, and Tenant acknowledges such use would constitute an unfair method of competition; (b) Tenant shall maintain the confidentiality of, and shall not disclose to any other Person (including the media), any Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement, except to its shareholders, partners, directors, officers, employees, agents, representatives, legal counsel, accountants, existing and potential landlords and their lenders (including, to the extent required under the Master Lease, to Landlord and any Landlord’s Lender), and existing and potential Leasehold Lenders and investors and potential purchasers (provided that such potential investor or purchaser is not a Tenant Competitor), but only on a reasonable “need to know” basis in connection with its interest in the Managed Facility Facilities and subject to customary confidentiality protections (including under the Master Lease); (c) Tenant shall not make unauthorized copies of any portion of Manager Confidential Information or Landlord Confidential Information disclosed in written, electronic or other form; and (d) Tenant shall ensure that none of its shareholders, partners, directors, officers, employees, agents, legal counsel, accountants and existing and potential landlords (including Landlord and Landlord’s Lenders (in respect of Manager Confidential Information)), Leasehold Lenders or investors or potential purchasers use, disclose or copy any Manager Confidential Information or Landlord Confidential Information or disclose any terms of this Agreement in violation of this Agreement, or take any other actions that Tenant is otherwise prohibited from taking under this Section 8.1. Notwithstanding the foregoing, the restrictions on the use and disclosure of Manager Confidential Information, Landlord Confidential Information or the terms of this Agreement shall not apply: (i) to information or techniques which are or become generally known to the public (other than through any breach of this Section 8.1 with respect to confidentiality); (ii) to the extent such disclosure is required under Applicable Laws, including reporting requirements applicable to public companies, or stock exchange rules; or (iii) to information known to Tenant (other than in connection with the performance of its rights or duties hereunder) before disclosure by either Manager or Landlord, or disclosed to Tenant by a third party not subject to confidentiality obligations to either Manager or Landlord, as applicable, or developed by Tenant without use of Manager Confidential Information or Landlord Confidential Information. In the event that Tenant or any Person to which Tenant has disclosed Manager Confidential Information or Landlord Confidential Information is requested or required by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process to disclose any Manager Confidential Information or Landlord Confidential Information, Tenant shall and shall cause such Person to: (A) provide Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) with prompt notice, to the extent legally permissible, so that Manager and/or Landlord, as applicable, and their respective Affiliates may seek a protective order or other appropriate remedy or, in their discretion, waive compliance with the provisions of this Section 8.1; and (B) reasonably cooperate with Manager, Landlord and their respective Affiliates, at their expense, in any effort Manager, Landlord or any of their respective Affiliates undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or Manager (in the case of Manager Confidential Information) or Landlord (in the case of Landlord Confidential Information) in its discretion waives compliance with the provisions of this Section 8.1, Tenant shall and shall cause such Person to disclose to the Person compelling disclosure only that portion of the Manager Confidential Information or Landlord Confidential Information, as applicable, that Tenant is advised, by outside counsel, is legally required and to use commercially reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Manager Confidential Information or Landlord Confidential Information so disclosed (to the extent available). Tenant shall be responsible for any acts or omissions of any of its employees, members, managers, attorneys, accountants, agents, representatives, consultants, existing and potential Leasehold Lenders and investors and potential purchasers in violation of this Section 8.1.