Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your possession prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant hereto, provided that you had no reasonable basis for concluding that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do not know or have reason to believe that the source of such information is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your or your Representatives’ possession prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant hereto, provided that you had no reasonable basis for concluding that the source of such information was not known by you or your Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you do not know or have reason your Representatives to believe that the source of such information is be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (iv) is independently developed by or for you or your Representatives without use of or reference to the Evaluation Material.

Evaluation Material. The term “Evaluation Material” shall mean (a) anything that is confidential and proprietary to the Company, including but not limited to, product specifications, data, know-how, designs, inventions and ideas, research and development, price lists, market studies, business plans, software (including source code and object code), systems, structures and architectures (and related improvements, devices, discoveries, concepts, methods and information), and any other information that is a trade secret, and (b) all information relating, directly or indirectly, relating to the Company and/or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered), historical or projected financial statements, budgets, sales, capital spending budgets, plans, or identities of key personnel, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed hereof whether or furnished, not marked or which you designated as confidential or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and proprietary. Evaluation Material shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which you can demonstrate (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement(unless required by law), (ii) was within your possession possession, or developed by you or your Representatives, prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant heretoCompany, provided that you had have no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or (iii) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do have no reasonable basis for concluding that such source is not know or have reason to believe that the source of such information is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information. For the avoidance of doubt, Evaluation Material shall include anything confidential and proprietary of the Company that was provided to you or your representatives prior to the date hereof.

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your RepresentativesRepresentatives in connection with a Possible Transaction, whether, before, on or after the date hereof, hereof and regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Representatives otherwise learn learns or obtainobtains, through to the extent a result of observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect to the extent they contain or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your possession on a non-confidential basis prior to it being furnished to you by or on behalf of the Company or any of its Representatives pursuant heretoRepresentatives, provided that you had no reasonable basis for concluding that the source of such information was not known by you or your representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information information, (iii) was independently developed by you or your Representatives without violating any of your obligations hereunder, or (iiiiv) becomes available to you or your Representatives on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you do not know or have reason your Representatives to believe that the source of such information is be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.

Evaluation Material. The term “Evaluation Material” shall mean all information relatinginformation, directly data, reports, interpretations, forecasts, business plans and records, financial or indirectlyotherwise, whether written, oral, electronic, visual or otherwise, concerning or related to the Company and/or Company, any of its subsidiaries and affiliatesor joint ventures, or any of the businessbusinesses, properties, assets, operations, products, strategiesservices, marketsliabilities, condition (financial or otherotherwise), operationsemployees, assets, liabilities, prospects and/or results of operations, cash flows or prospects operations of any of the Company and/or its subsidiaries and affiliates foregoing (whether prepared by the Company, any of its advisors Representatives (as defined below) or otherwise) which is delivered, disclosed that previously has been or may be furnished to you or any of your Representatives by or on behalf of the Company Company, the Special Committee or its Representatives to you or to your any of their respective Representatives, on either directly or after the date hereofindirectly through one of your Approved Financing Sources (as defined below) (collectively, regardless of the manner in which it is delivered“Information”), disclosed or furnished, or which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include as well as all notes, analyses, compilations, summaries, extracts, studies, forecasts, interpretations or other documents materials prepared by you or any of your Representatives Representatives, but only to the extent that the foregoing contain, reflect or are based uponupon any Information (“Derivative Information”). The term “Evaluation Material” shall also be deemed to include, in whole or in partwithout limitation, the information delivered, disclosed status or furnished to you terms and conditions of any discussions or your Representatives pursuant heretonegotiations taking place concerning a possible Transaction or any similar transaction. Notwithstanding any other provision hereof, the The term “Evaluation Material shall Material” does not include information which or any portion thereof that (i) is or becomes publicly generally available to the public (other than as a result of a disclosure by you or any of your Representatives in breach violation of this letter agreementagreement or any other obligation of confidentiality to the Company), (ii) was within your possession without being subject to any contractual, legal, fiduciary or other obligation of confidentiality to the Company with respect to such Information prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant hereto, provided that you had no reasonable basis for concluding that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality toCompany, the Company Special Committee or any of their respective Representatives (other party with respect to such information than in your capacity as an officer or director of the Company, in which case this clause (ii) shall not be applicable), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or any its Representatives (other than in your capacity as an officer or director of its Representativesthe Company, provided in which case this clause (iii) shall not be applicable); provided, that you do such source is not know or have reason actually known by you, after reasonable inquiry, to believe that the source of such information is be bound by a confidentiality obligation (whether by agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, otherwise) to the Company or any other party with respect to such informationof its Representatives (including the Special Committee).

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries subsidiaries, affiliates and affiliatesdivisions, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries subsidiaries, affiliates and affiliates divisions (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Bally Total Fitness Holding Corporation August 28, 2006 Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreementRepresentatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant hereto, provided that you had no reasonable basis for concluding did not know or have reason to believe that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do not know or have reason to believe that the source of such information is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iv) is independently developed by you or your employees without the benefit of any Evaluation Material or (v) is generally made available to third parties by the Company without restriction on disclosure.

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries and affiliates, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000 P: 609-514-4744 F: 000-000-0000 xxx.xxxxxxxxxxxxx.xxx October 13, 2016 or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your possession on a non-confidential basis prior to it being furnished to you by or on behalf of the Company or any of its Representatives pursuant heretoRepresentatives, provided that you had no reasonable basis for concluding that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you do not know or have reason to believe that the source of such information is be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iv) is independently developed by you or your employees or (v) is generally made available to third parties by the Company without restriction on disclosure.

Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries and affiliates, Disclosing Party or the business, including, without limitation, products, strategies, markets, condition (financial or other), operations, assets, liabilities, IAC/InterActiveCorp October 14, 2019 results of operations, cash flows or prospects of the Company and/or its subsidiaries and affiliates Disclosing Party (whether prepared by the CompanyDisclosing Party, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives Disclosing Party to you the Receiving Party or to your its Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you the Receiving Party or your its Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all portions of notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you the Receiving Party or your its Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you the Receiving Party or your its Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public other than as a result of a disclosure by you the Receiving Party or your its Representatives in breach violation of the terms of this letter agreement, (ii) was or becomes within your possession of the Receiving Party or any of its Representatives on a non-confidential basis prior to it being furnished to you the Receiving Party by or on behalf of the Company Disclosing Party or any of its Representatives pursuant heretoRepresentatives, provided that you had no reasonable basis for concluding that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company Disclosing Party or any other party with respect to such information or information, (iii) becomes available to you the Receiving Party on a non-confidential basis from a source other than the Company Disclosing Party or any of its Representatives, provided that you do such source is not know or have reason to believe that the source of such information is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company Disclosing Party or any other party with respect to such information, or (iv) is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without reference to, or use of, the Evaluation Material.

Evaluation Material. The term “Evaluation Material” "EVALUATION MATERIAL" shall mean all information relating, directly or indirectly, to the Company and/or its subsidiaries subsidiaries, affiliates and affiliatesdivisions, or the business, products, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or its subsidiaries subsidiaries, affiliates and affiliates divisions (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of the Company or its Representatives to you or to your Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which you or your Bally Total Fitness Holding Corporation August 24, 2006 Representatives otherwise learn or obtain, through observation or through analysis of such information, data information or knowledgedata, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives (including the Report) that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes publicly generally available to the public (including, without limitation, any public disclosure of Evaluation Material made pursuant to Sections 2(i) and 6 of this letter agreement) other than as a result of a disclosure by you or your Representatives in breach violation of this letter agreement, (ii) was within your possession prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant heretohereto (whether before or after the date hereof), provided that you had no reasonable basis for concluding did not know or have reason to believe that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information or information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that you do not know or have reason to believe that the source of such information is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such informationinformation or (iv) is developed independently by you or your Representatives without use of the Evaluation Material or violating any of your obligations under this letter agreement. In addition, you acknowledge and agree that, because you have requested that the Company disclose publicly certain Evaluation Material that is disclosed to you or your Representatives pursuant hereto, the Company will not disclose to you or your Representatives any information or data that the Company determines in its sole discretion could, if disclosed publicly, have an adverse impact on the Company for competitive or other reasons (such information to be defined as "CERTAIN EVALUATION MATERIAL"). You acknowledge that Certain Evaluation Material has been or will be made available to other third parties that have participated or are participating in the Company's ongoing process in respect of strategic alternatives. As promptly as practicable (and in any event on or prior to September 1, 2006) following the date hereof, the Company agrees to provide you a schedule that identifies the general categories of such information not being made available to you, but that have or will be made available to other third parties that have participated or are participating in the Company's ongoing process in respect of strategic alternatives. You agree that, unless and until you agree to hold any Certain Evaluation Material confidential on substantially the same terms and conditions as third parties who may have been or will be provided Certain Evaluation Material, and you agree to release the Company from any affirmative obligation to disclose Certain Evaluation Material hereunder, you and your Representatives will not receive access to Certain Evaluation Material as those other third parties.

Evaluation Material. The term “Evaluation Material” shall mean You hereby represent (but only to the best of your knowledge with respect to any of the information referred to below that is provided by another person that is not your affiliate) and covenant that (a) all information relatingother than projections (“Projections”) and general economic or specific industry information developed by, directly and obtained from, third-party sources (the “Information”) that has been or indirectly, will be made available to the Company Administrative Agent and/or the Lenders by you, the Target or any of your or its subsidiaries respective affiliates (which, for purposes of this letter, includes Sponsor) or representatives is or will be complete and correct in all material respects and does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, in each case giving effect to any supplements contemplated by the following sentence, and (b) the Projections that have been or will be made available to the Administrative Agent by you, the Target or any of your or their respective affiliates or representatives have been or will be prepared in good faith based upon reasonable assumptions (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material). You agree that if at any time prior to the later of the closing of the Credit Facility and the completion of the Syndication Process, any of the representations in the preceding sentence would be incorrect if the Information or Projections were being furnished, and such representations were being made at such time then you will promptly supplement the Information or the Projections, as the case may be, so that such representations will be correct under those circumstances. You understand that in arranging and syndicating the Credit Facility the Lead Arranger may use and rely on the Information and Projections without independent verification thereof. You hereby authorize and agree, on behalf of yourself, the Borrower and your and their respective affiliates, that the Information, the Projections and all other information (including third party reports) provided by or on behalf of you, the businessBorrower and your and its respective subsidiaries to the Lenders and the Administrative Agent regarding you, productsthe Borrower, strategies, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company and/or and your and its subsidiaries respective subsidiaries, the Transaction and affiliates (whether prepared by the Company, its advisors or otherwise) which is delivered, disclosed or furnished other transactions contemplated hereby in connection with the Credit Facility may be disseminated by or on behalf of the Company Administrative Agent, and made available, to prospective Lenders and other persons, who have agreed to be bound by customary confidentiality undertakings (including “click-through” agreements), all in accordance with the Lead Arranger’s standard loan syndication practices (whether transmitted electronically by means of a website, e-mail or its Representatives otherwise, or made available orally or in writing, including at prospective Lender or other meetings). You hereby further authorize the Lead Arranger to download copies of your and Sponsor’s logos and to use commercially reasonable efforts to obtain authorization to permit the Lead Arranger to download copies of the Target’s logos, from their respective websites and post copies thereof on an IntraLinks® or similar workspace and use such logos on any materials prepared in connection with the Syndication Process. If any securities of you or to any of your Representatives, on affiliates involved in the Acquisition or after the date hereof, regardless of the manner Target are or are expected to be publicly traded or if Lead Arranger intends to approach public side investors, the Information, Projections and all other information (including third party reports) referenced in which it the immediately preceding paragraph (collectively, the “Evaluation Material”) shall include a version of the confidential information memorandum, presentation and other information materials consisting exclusively of information that is deliveredeither publicly available with respect to you, disclosed such affiliate or furnishedthe Target and their respective subsidiaries and parent companies, or which that is not material with respect to you, such affiliate or the Target and their respective securities for purposes of U.S. federal and state securities laws. You also hereby agree that you will (a) identify in writing (and cause such affiliate or your Representatives otherwise learn the Target to identify in writing) and (b) clearly and conspicuously mark such Evaluation Material that does not contain any such material non-public information referred to in the prior sentence as “PUBLIC”. You hereby agree that by identifying and/or marking such Evaluation Material pursuant to the preceding sentence and/or publicly filing any Evaluation Material with the Securities and Exchange Commission, the Administrative Agent, Lenders and prospective Lenders shall be entitled to treat such Evaluation Material as PUBLIC with respect to you, such affiliate or obtain, through observation or through analysis the Target and their respective subsidiaries and parent companies for purposes of such information, data or knowledge, U.S. federal and state securities laws. You further acknowledge and agree that the following documents and materials shall also be deemed to include all notesbe PUBLIC, analyses, compilations, studies, forecasts, interpretations whether or other documents prepared by you or your Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the not so marked: term Evaluation Material shall not include information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your possession prior to it being furnished to you by or on behalf of the Company or its Representatives pursuant hereto, provided that you had no reasonable basis for concluding that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party sheets with respect to the Credit Facility and the Transaction, and administrative materials of a customary nature prepared by the Administrative Agent for prospective Lenders, such information or (iii) becomes available to you on as a non-confidential basis from a source other than the Company or any of its Representativeslender meeting invitation, provided that you do not know or have reason to believe that the source of such information is bound by a confidentiality agreement withbank allocation, or other contractualif any, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such informationand funding and closing memorandum.