Common use of Information and Confidentiality Clause in Contracts

Information and Confidentiality. (a) Until such time as the Investor ceases to own any Series F Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information required to be provided by the Company to the Federal Reserve Bank of New York (“FRBNY”) pursuant to Section 5.04 of the Credit Agreement dated as of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), and within the time periods for delivery thereof specified in the Credit Agreement and (ii) the notices required by Section 5.05 of the Credit Agreement and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F Preferred Stock. In addition, during the Relevant Period, or except as otherwise agreed, the Company shall provide the Investor a bi-annual report on the steps taken by the Company to comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation issued thereunder as of the date of such report, including Notice 2008-PSSFI, any amendments to Notice 2008- PSSFI, or any other guidance or regulation applicable to the Company and with Section 4.10 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to time. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) in the public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 3 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

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Information and Confidentiality. (a) Until such time as the Investor ceases to own any Series F E Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information required to be provided by the Company to the Federal Reserve Bank of New York (“FRBNY”) pursuant to Section 5.04 of the Credit Agreement dated as of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), ) and within the time periods for delivery thereof specified in the Credit Agreement and (ii) the notices required by Section 5.05 of the Credit Agreement and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F E Preferred Stock. In addition, during the Relevant Period, or except as otherwise agreed, the Company shall provide the Investor a bi-annual report on the steps taken by the Company to comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation issued thereunder as of the date of such report, including Notice 2008-PSSFI, any amendments to Notice 2008- PSSFI, or any other guidance or regulation applicable to the Company Company, and with Section 4.10 4.9 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to time. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1i) previously known by such party on a non-confidential basis, (2ii) in the public domain through no fault of such party or (3iii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 2 contracts

Samples: Securities Exchange Agreement, Securities Exchange Agreement

Information and Confidentiality. (a) Until such time as the Investor ceases to own any Series F Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information required to be provided by the Company to the Federal Reserve Bank of New York (“FRBNY”) pursuant to Section 5.04 of the Credit Agreement dated as of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), and within the time periods for delivery thereof specified in the Credit Agreement and (ii) the notices required by Section 5.05 of the Credit Agreement and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F Preferred Stock. In addition, during the Relevant Period, or except as otherwise agreed, the Company shall provide the Investor a bi-annual report on the steps taken by the Company to comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation issued thereunder as of the date of such report, including Notice 2008-PSSFI, any amendments to Notice 2008- 2008-PSSFI, or any other guidance or regulation applicable to the Company and with Section 4.10 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to time. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) in the public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Group Inc)

Information and Confidentiality. (a) Until such time as the Investor ceases to own any Series F Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information required to be provided by the Company to the Federal Reserve Bank of New York (“FRBNY”) FRBNY pursuant to Section 5.04 of the Credit Agreement dated as of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), and within the time periods for delivery thereof specified in the Credit Agreement and (ii) the notices required by Section 5.05 of the Credit Agreement and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F Preferred Stock. In addition, during until such time as the Relevant PeriodInvestor ceases to own any debt or equity securities pursuant to this Agreement or the Warrant, or except as otherwise agreed, the Company shall provide the Investor a bi-annual report on the steps taken by the Company to comply in all respects with Section 111 111(b) of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation issued thereunder as of the date of such reportthereunder, including Notice 2008-PSSFI, any amendments to Notice 2008- PSSFI, or any other guidance or regulation applicable to the Company and with Section 4.10 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to time. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1i) previously known by such party on a non-confidential basis, (2ii) in the public domain through no fault of such party or (3iii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Group Inc)

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Information and Confidentiality. (a) Until such time as the Investor ceases to own any Series F E Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information required to be provided by the Company to the Federal Reserve Bank of New York (“FRBNY”) pursuant to Section 5.04 of the Credit Agreement dated as of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), ) and within the time periods for delivery thereof specified in the Credit Agreement and (ii) the notices required by Section 5.05 of the Credit Agreement and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F E Preferred Stock. In addition, during the Relevant Period, or except as otherwise agreed, the Company shall provide the Investor a bi-annual report on the steps taken by the Company to comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation issued thereunder as of the date of such report, including Notice 2008-PSSFI, any amendments to Notice 2008- 2008-PSSFI, or any other guidance or regulation applicable to the Company Company, and with Section 4.10 4.9 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to time. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1i) previously known by such party on a non-confidential basis, (2ii) in the public domain through no fault of such party or (3iii) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 1 contract

Samples: Securities Exchange Agreement (American International Group Inc)

Information and Confidentiality. (a) Until 19.1 Subject to the terms of any other agreement between the parties, each party agrees and undertakes that during the term of this Agreement, and thereafter, it will keep confidential and will not use for its own purposes or, without the prior written consent of the other, disclose to any third party the terms of this Agreement or any information of a confidential nature which is supplied to it under this Agreement or of which it becomes aware in the performance of this Agreement unless: 19.1.1 such time as the Investor ceases to own any Series F Preferred Stock, or except as otherwise agreed, the Company shall provide the Investor (i) the information is required to be provided disclosed to CTI's bankers, CTI's holding company and any shareholders of its holding company (subject in each case to such companies or individuals agreeing that the information shall be confidential in terms substantially similar to this Clause 19.1); or 19.1.2 such information is public knowledge, or subsequently becomes public knowledge, other than by breach of this Agreement; or 19.1.3 such information subsequently comes lawfully into the Company possession of the party in question from a third party; or 19.1.4 the disclosure of such information is required by any court of competent jurisdiction or any regulatory authority, including any recognized stock exchange or any taxation authority. 19.2 To the extent that it is necessary to disclose confidential information pursuant to the Federal Reserve Bank provisions of New York (“FRBNY”) pursuant this Clause 19 or otherwise as necessary to Section 5.04 implement the provisions of this Agreement, either party may disclose any confidential information concerning this Agreement to such of its employees or, in the case of the Credit Agreement dated BBC, to such of the BBC's nominated contractor(s) as may be reasonably necessary on a "need-to-know basis", provided that before any such disclosure such party shall make such persons aware of September 22, 2008 between the Company and the FRBNY, as amended from time to time (the “Credit Agreement”), and within the time periods for delivery thereof specified in the Credit its obligations of confidentiality under this Agreement and (ii) shall at all times procure compliance by such persons therewith. 19.3 The obligations of confidentiality hereunder shall not apply to prevent the notices required by Section 5.05 supply of confidential information to the Credit Agreement Department of Culture, Media and within the time periods for delivery thereof specified in the Credit Agreement. After the termination of the Credit Agreement, such informational and notice requirements as are provided in Section 5.04 and Section 5.05 of the Credit Agreement shall remain in full force and effect until such time as the Investor no longer owns any Series F Preferred Stock. In addition, during the Relevant Period, or except as otherwise agreedSport, the Company shall provide Home Office, the Investor a bi-annual report on Cabinet Office, the steps taken by Foreign and Commonwealth Office, the Company to comply in all respects with Section 111 Comptroller and Auditor General, the Office of Fair Trading, the EESARadiocommunications Agency, including the provisions Department for Systemically Significant Failing InstitutionsTrade and Industry, as implemented by any guidance or regulation issued thereunder as the Independent Television Commission, the Office of the date of such report, including Notice 2008-PSSFI, any amendments to Notice 2008- PSSFI, Telecommunications or any other guidance or regulation applicable to the Company and with Section 4.10 of this Agreement. In addition, the Company shall promptly provide the Investor such other information and notices as the Investor may reasonably request from time to timeregulatory body. (b) The Investor will use reasonable best efforts to hold, and will use reasonable best efforts to cause its agents, consultants, contractors and advisors to hold, in confidence all non- public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the Company furnished or made available to it by the Company or its representatives pursuant to this Agreement (including pursuant to Sections 3.5 and 3.6) (except to the extent that such information can be shown to have been (1) previously known by such party on a non-confidential basis, (2) in the public domain through no fault of such party or (3) later lawfully acquired from other sources by the party to which it was furnished (and without violation of any other confidentiality obligation)); provided that nothing herein shall prevent the Investor from disclosing any Information to the extent required by applicable laws or regulations or by any subpoena or similar legal process.

Appears in 1 contract

Samples: Digital Terrestrial Television Transmission Agreement (Crown Castle International Corp)

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