Exchange and Confidentiality of Information. (1) The Borrower agrees that the Agent and each Lender may provide any assignee or participant or any bona fide prospective assignee or participant pursuant to Sections 14.6 or 14.7 with any information concerning the financial condition of the Borrower and its Subsidiaries provided such party agrees in writing with the Agent or such Lender for the benefit of the Borrower to be bound by a like duty of confidentiality to that contained in this Section.
(2) Each of the Agent and the Lenders acknowledges the confidential nature of the financial, operational and other information and data provided and to be provided to them by the Borrower pursuant hereto (the “Information”) and agrees to prevent the disclosure thereof provided, however, that:
(a) the Agent and the Lenders may disclose all or any part of the Information if, in their reasonable opinion, such disclosure is required: (i) by their respective auditors, or (ii) in connection with any actual or threatened judicial, administrative or governmental proceedings (including proceedings initiated under or in respect of this Agreement or upon the request of its independent auditors or a Governmental Authority having jurisdiction over it);
(b) the Agent and the Lenders shall incur no liability in respect of any Information required to be disclosed by any applicable law, or by applicable treaty, order, policy or directive having the force of law, to the extent of such requirement;
(c) the Agent and the Lenders may provide Lenders’ Counsel and their other agents and professional advisors with any Information; provided that such persons shall be under a like duty of confidentiality to that contained in this Section 14.1;
(d) the Agent and each of the Lenders shall incur no liability in respect of any Information: (i) which is or becomes readily available to the public (other than by a breach hereof) or which has been made readily available to the public by the Borrower or its Subsidiaries, (ii) which the Agent or the relevant Lender can show was, prior to receipt thereof from the Borrower, lawfully in the Agent’s or Lender’s possession and not then subject to any obligation on its part to the Borrower to maintain confidentiality, or (iii) which the Agent or the relevant Lender received from a third party who was not, to the knowledge of the Agent or such Lender, under a duty of confidentiality to the Borrower at the time the information was so received;
(e) the Agent and the Lenders may disclose the Information ...
Exchange and Confidentiality of Information. Confidential information in respect of a Party means (i) information disclosed by that Party to the other Party under this Agreement that is in its nature confidential, proprietary or commercially sensitive and (ii) information derived from the information referred to in (i), but excludes the following:
(a) information that is in the public domain; or
(b) information that is, at the time of the disclosure, in the possession of the receiving Party, provided that it was lawfully obtained from a person under no obligation of confidence in relation to the information. Subject to section 20.3, each Party shall treat all confidential information disclosed to it by the other Party as confidential and shall not, without the written consent of that other Party:
(a) disclose that confidential information to any other person; or
(b) use that confidential information for any purpose other than the purpose for which it was disclosed or another applicable purpose contemplated in this Agreement. Where a Party, with the written consent of the other Party, discloses confidential information of that other Party to another person, the Party shall take such steps as may be required to ensure that the other person complies with the confidentiality provisions of this Agreement. Nothing in section 20.2 shall prevent the disclosure of confidential information:
(a) where required or permitted under this Agreement, the Code, the Market Rules or the Distributor’s Licence;
(b) where required by law or regulatory requirements;
(c) where required by order of a government, government agency, regulatory body or regulatory agency having jurisdiction;
(d) if required in connection with legal proceedings, arbitration or any expert determination relating to the subject matter of this Agreement, or for the purpose of advising a Party in relation thereto;
(e) as may be required to enable the Distributor to fulfill its obligations to any reliability organization; or
(f) as may be required during an emergency or to prevent or minimize the effects of an emergency. Notwithstanding section 10.1, a Party that breaches section 20.2 shall be liable to the other Party for any and all losses of the other Party arising out of such breach. The Parties agree that the exchange of information, including, but not limited to, confidential information, under this Agreement is necessary for maintaining the reliable operation of the Distributor’s distribution system. The Parties further agree that all information...
Exchange and Confidentiality of Information. 21.1. For purposes of this Agreement, “Confidential Information” does not include:
(a) information that is in the public domain, provided that specific items of information shall not be considered to be in the public domain merely because more general information is in the public domain and provided that the information is not in the public domain as a result of a breach of confidence by the Party seeking to disclose the information or a person to whom it has disclosed the information; or
(b) information that is, at the time of the disclosure, in the possession of the receiving Party, provided that it was lawfully obtained from a person under no obligation of confidence in relation to the information.
Exchange and Confidentiality of Information. 20.1 Confidential information in respect of a Party means (i) information disclosed by that Party to the other Party under this Agreement that is in its nature confidential, proprietary or commercially sensitive and (ii) information derived from the information referred to in (i), but excludes the following:
(a) information that is in the public domain; or
(b) information that is, at the time of the disclosure, in the possession of the receiving Party, provided that it was lawfully obtained from a person under no obligation of confidence in relation to the information.
20.2 Subject to section 20.3, each Party shall treat all confidential information disclosed to it by the other Party as confidential and shall not, without the written consent of that other Party:
(a) disclose that confidential information to any other person; or
(b) use that confidential information for any purpose other than the purpose for which it was disclosed or another applicable purpose contemplated in this Agreement. Where a Party, with the written consent of the other Party, discloses confidential information of that other Party to another person, the Party shall take such steps as may be required to ensure that the other person complies with the confidentiality provisions of this Agreement.
20.3 Nothing in section 20.2 shall prevent the disclosure of confidential information: (a) where required or permitted under this Agreement, the Code, the Market Rules or the Distributor’s Licence;
Exchange and Confidentiality of Information. The Borrower authorizes and consents to the reproduction, disclosure and use by the Agent and Lenders of information about the Borrower (including, without limitation, the Borrower’s name and any identifying logos) and the transactions herein contemplated to enable the Agent and/or the Lenders to publish promotional “tombstones” and other forms of notices of the transactions contemplated herein in any manner and in any media (including, without limitation, brochures) although such disclosure shall not reference the purchase price and the use of such information shall be subject to the prior approval of the Borrower acting reasonably. The Borrower acknowledges and agrees that the Agent or any Lender shall be entitled to determine, in its discretion, whether to use such information, that no compensation will be payable by the Agent or any Lender resulting therefrom, and that the Agent and the Lender shall have no liability whatsoever to the Borrower or any of its employees, officers, directors, affiliates or shareholders in obtaining and using such information in accordance with the terms hereof.
Exchange and Confidentiality of Information. Each Party agrees to comply with the terms and conditions of the confidentiality agreement dated as of February 7, 2009 between the Lender and the Borrower in connection with the Arrangement Agreement and certain other parties thereto. In the event that such confidentiality agreement is terminated or otherwise no longer effective, the foregoing covenant shall nevertheless survive and continue to be effective until all Loan Indebtedness has been repaid and the Lender’s Commitment has been terminated pursuant to the terms hereof.
Exchange and Confidentiality of Information. Section 14.1 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (g), replacing the “.” at the end of clause (h) with “;” and adding the following new clauses at the end thereof:
(i) the Agent and the Lenders may disclose the Information to any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder where such party agrees to be under a like duty of confidentiality to that contained in this Section;
(j) the Agent and the Lenders may disclose the Information on a confidential basis to any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility; and
(k) the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Documents, and the Commitments.”
Exchange and Confidentiality of Information. The Administration Agent, the Syndication Agent and each of the Lenders acknowledge the confidential nature of the financial, operational and other information and data provided and to be provided to them by the Borrower and each Guarantor pursuant to this Agreement (the "Information") and agree to use all reasonable efforts to prevent the disclosure of the Information provided, however, that:
(a) the Administration Agent, the Syndication Agent or any Lender may disclose all or any part of the Information if, in its opinion, disclosure is required in connection with any judicial, administrative or governmental proceeding;
(b) neither the Administration Agent, the Syndication Agent nor any Lender shall incur any liability in respect of any disclosure of Information pursuant to the requirements of any judicial authority, law enforcement agency or taxation authority; and
(c) the Administration Agent, the Syndication Agent and each Lender may provide each other and any potential assignee or participant under this Agreement with any information concerning the assets, affairs, operations and financial condition of the Borrower and each Restricted Subsidiary provided that such potential assignee or participant shall agree to be bound by the terms of this Section.
Exchange and Confidentiality of Information. 20.1 Confidential information in respect of a Party means (i) information disclosed by that Party to the other Party under this Agreement that is in its nature confidential, proprietary or commercially sensitive and
Exchange and Confidentiality of Information. Section 14.1(2) of the Credit Agreement is hereby amended as follows:
(a) by revising Section 14.1(2)(c) to add the following phrase immediately after the reference to “professional advisors” in the second line thereof: “and insurers and reinsurers and any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, its Subsidiaries and the Obligations”; and
(b) by revising Section 14.1(2)(e) to delete the phrase “a participation” in the third line thereof and replace same with the phrase “an actual or prospective assignment of or participation”.
