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Business Relationships There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.
Competitors The Owner shall possess, in accordance with the terms of this Agreement, the following restrictions: (check one)
Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.
(b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.
Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.
Company Information Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.
Clients in this context, clients are people who are dependent upon the caring skills and services of the local authority, for example, the elderly, mentally infirm, those with mental or physical impairments. Clients in this context also include those whose needs are identified and catered for in settings such as schools and nurseries, that is, young children and school pupils dependent on the organisation for their educational and developmental welfare. Clients exclude internal authority customers (as in client departments) or external customers (for example, members of the public with planning applications), because neither are dependent on the local authority for their care and welfare. The exceptional needs of clients refer to those which are exceptionally demanding, not to those which are out of the ordinary.
Confidential Each of the Administrative Agent, the Lenders and Borrower hereby acknowledge and agree that all written or computer-readable information provided by one party to any other regarding the terms set forth in any of the Loan Documents or the Borrowings contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any Person without the prior written consent of such other party except to the extent that, subject to the Acknowledgment Agreement: (i) it is necessary to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, or (iii) in the event of an Event of Default the Administrative Agent determine such information to be necessary or desirable to disclose in connection with the marketing and sales of the Servicing Rights or otherwise to enforce or exercise the Administrative Agent’s and the Lenders’ rights hereunder but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Loan Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Borrowings, any fact relevant to understanding the federal, state and local tax treatment of the Borrowings, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that neither the Borrower nor the Administrative Agent may disclose the name of or identifying information with respect to the Lenders or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Borrowings and is not relevant to understanding the federal, state and local tax treatment of the Borrowings, without the prior written consent of such Lenders. In addition, Borrower may disclose the Confidential Terms with prior (if feasible) written notice to 58 Credit and Security Agreement / Administrative Agent and the related Lender, any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that Borrower shall not file the Pricing Side Letter or the Revolving Credit Note without the Administrative Agent’s prior written consent. The provisions set forth in this Section 11.21 shall survive the termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Borrower, Administrative Agent and each Lender shall comply, in all material respects, with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Borrower, Administrative Agent and each Lender understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Borrower, Administrative Agent and each Lender agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Borrower, Administrative Agent and each Lender shall implement such physical and other security measures as shall be designed to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Borrower, the Administrative Agent, the Lenders which the applicable party holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Borrower, Administrative Agent and each Lender shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request, Xxxxxxxx, Administrative Agent and each Lender will provide evidence reasonably satisfactory to allow the other parties hereto to confirm that such party has satisfied its obligations as required under this Section. Borrower, Administrative Agent and each Lender shall notify the other parties hereto and Freddie Mac promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Borrower, the Administrative Agent, or the Lenders provided directly to any other party by Borrower, the Administrative Agent, or the Lenders, as applicable Borrower, Administrative Agent and each Lender shall provide such notice to the other parties hereto by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual. The provisions set forth in this Section shall survive the termination of this Agreement.
Precautions The Lessee shall take all the precautions against damages that may be or is reasonably likely to be caused to the Project from or by floods or from accidents, The Lessee shall comply with all rules and regulations, bye laws and directions given from time to time by any local or public authority in connection with this work and shall pay all fees which are chargeable on it.
Contacts 1. Florida Housing’s contract administrator for this Agreement is: Contract Administrator Florida Housing Finance Corporation 000 Xxxxx Xxxxxxxx Xx., Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxx 00000-0000 Phone: 000.000.0000 E-mail: Xxxxxxxx.Xxxxx@xxxxxxxxxxxxxx.xxx
2. The Florida Housing program contact for this Agreement is: Xxxxx X. Xxx, Director of Asset Management & Guarantee Program Florida Housing Finance Corporation 000 Xxxxx Xxxxxxxx Xx., Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxx 00000-0000 Phone: 000.000.0000 E-mail: Xxxxx.Xxx@xxxxxxxxxxxxxx.xxx or the designated successor.
3. The Grantee’s contract administrator for this Agreement is: Xxxxx Xxxxx, Manager 0000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxx. X Xxxxxxxx, XX 00000 Phone: (000) 000-0000 E-mail: Xxxxx.xxxxx@xxxxxxxxxx.xxx or the designated successor.
4. All written approvals referenced in this Agreement shall be obtained from the parties’ contract administrator or their respective designees.
5. All notices shall be given to the parties’ contract administrator.