Common use of Evaluation Material Clause in Contracts

Evaluation Material. For purposes of this Agreement, the term “Evaluation Material” shall mean all information relating to Lender or the Companies or the business, services, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of Lender or the Companies (whether prepared by Lender, the Companies, or their respective advisors or otherwise) that the Lender or any of its Representatives furnishes or makes available or has furnished or made available to you or any of your Representatives, before, on or after the Effective Date, whether in oral, written, visual, graphic, electronic, machine recognizable, or other form or medium, or that you or your Representatives otherwise learn or obtain through observation or through analysis of such information, and shall also be deemed to include all notes, summaries, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon any such information. Evaluation Material shall not include information which you can reasonably establish (i) is or becomes generally available to the public other than as a result of an act or omission by you or any of your Representatives, (ii) was within your possession prior to it being furnished to you or any of your Representatives by Lender or any of its Representatives, provided that the source of such information was not subject to any contractual, legal, fiduciary or other obligation of confidentiality to Lender or any other person with respect to such information, (iii) becomes available to you on a non- confidential basis from a source other than Lender or any of its Representatives, provided that the source of such information was not subject to any contractual, legal, fiduciary or other obligation of confidentiality to the Lender or any other person with respect to such information, or (iv) which was or is independently developed by you.

Evaluation Material. For purposes of this Agreement, the The term “Evaluation Material” shall mean all information relating relating, directly or indirectly, to Lender or the Companies Company or the business, services, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of Lender or the Companies Company (whether prepared by Lenderthe Company, the Companies, or their respective its advisors or otherwise) that which is delivered, disclosed or furnished by or on behalf of the Lender or any of its Representatives furnishes or makes available or has furnished or made available Company to you or any of to your Representatives, before, on or after the Effective Datedate hereof, whether regardless of the manner in oralwhich it is delivered, written, visual, graphic, electronic, machine recognizabledisclosed or furnished, or other form or medium, or that which you or your Representatives otherwise learn or obtain obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, summaries, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any such information. other provision hereof, the term Evaluation Material shall not include information which you can reasonably establish (ia) is or becomes generally available to the public other than as a result of an act or omission a disclosure by you or any your Representatives in breach of your Representativesthis letter agreement, (iib) was within your possession on a non-confidential basis prior to it being furnished to you by or any on behalf of your Representatives by Lender the Company or any of its Representatives, provided that the source of such information was not subject known by you to any be bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to Lender or any other person to, the Company with respect to such information, (iiic) becomes available to you on a non- non-confidential basis from a source other than Lender the Company or any of its Representatives, provided that the such source of such information was is not subject known by you to any be bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to to, the Lender or any other person Company with respect to such information, information or (ivd) which was or is independently developed by youyou without use of or reference to the Evaluation Material.

Evaluation Material. For purposes of this Agreement, the The term “Evaluation Material” shall mean all information relating relating, directly or indirectly, to Lender or the Companies Company or the business, services, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of Lender or the Companies Company (whether prepared by Lenderthe Company, the Companies, or their respective its advisors or otherwise) that which is delivered, disclosed or furnished by or on behalf of the Lender or any of its Representatives furnishes or makes available or has furnished or made available Company to you or any of to your Representatives, before, on or after the Effective Datedate hereof, whether regardless of the manner in oralwhich it is delivered, written, visual, graphic, electronic, machine recognizabledisclosed or furnished, or other form or medium, or that which you or your Representatives otherwise learn or obtain obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, summaries, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon upon, in whole or in part, the information delivered, disclosed or furnished to you or As of February 17, 2006 Page 2 your Representatives pursuant hereto. Notwithstanding any such information. other provision hereof, the term Evaluation Material shall not include information which you can reasonably establish (i) is or becomes generally available to the public other than as a result of an act or omission a disclosure by you or any of your Representatives, (ii) was within your possession and developed by you prior to it being furnished to you by or any on behalf of your Representatives by Lender or any of its Representativesthe Company pursuant hereto, provided that you had no reasonable basis (after due inquiry) for concluding that the source of such information was not subject to any bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to Lender to, the Company or any other person party with respect to such information, information or (iii) becomes available to you on a non- non-confidential basis from a source other than Lender the Company or any of its Representatives, provided that you do not know or have reason to believe (after due inquiry) that the source of such information was not subject to any is bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to to, the Lender Company or any other person party with respect to such information, or (iv) which was or is independently developed by you.

Evaluation Material. For purposes of this Agreement, the The term “Evaluation Material” shall mean all information relating relating, directly or indirectly, to Lender or the Companies Company or the business, services, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of Lender or the Companies Company (whether prepared by Lenderthe Company, the Companies, or their respective its advisors or otherwise) that which is delivered, disclosed or furnished by or on behalf of the Lender or any of its Representatives furnishes or makes available or has furnished or made available Company to you or any of to your Representatives, before, on or after the Effective Datedate hereof, whether regardless of the manner in oralwhich it is delivered, written, visual, graphic, electronic, machine recognizabledisclosed or furnished, or other form or medium, or that which you or your Representatives otherwise learn or obtain obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include all notes, summaries, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives that contain, reflect or are based upon upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any such information. other provision hereof, the term Evaluation Material shall not include information which you can reasonably conclusively establish (i) is or becomes generally available to the public other than as a result of an act or omission a disclosure by you or any of your Representatives, (ii) was within your possession prior to it being furnished to you by or any on behalf of your Representatives by Lender or any of its Representativesthe Company pursuant hereto, provided that the source of such information was not subject to any bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to Lender to, the Company or any other person party with respect to such information, information or (iii) becomes available to you on a non- non-confidential basis from a source other than Lender the Company or any of its Representatives, provided that the such source of such information was is not subject to any bound by a confidentiality agreement with, or other contractual, legal, legal or fiduciary or other obligation of confidentiality to to, the Lender Company or any other person party with respect to such information, or (iv) which was or is independently developed by you.