Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.
Appears in 7 contracts
Samples: Management Agreement (KKR Private Equity Conglomerate LLC), Management Agreement (KKR Infrastructure Conglomerate LLC), Management Agreement (KKR Private Equity Conglomerate LLC)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunderunder this Agreement, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. hours.
(b) The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all confidential, proprietary or non-public information of or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, clients or investors of the Company or the Subsidiaries, written or oral, obtained by the Manager in connection with the services rendered under this Agreement (“Confidential Information Information”) and shall not use disclose any such Confidential Information (or use the same except in contravention furtherance of its duties under this Agreement or disclose Confidential InformationAgreement) to unaffiliated third parties, in whole or in part, to any Person other than except: (i) to officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKRConstellation’s asset management or capital markets businesses, ; (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors; (iv) to appraisers, lenders or other potential financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business and the Subsidiaries’ business; ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (ivv) to governmental agencies or officials having jurisdiction over the Company or the Manager, any Subsidiary; (vvi) as requested by law, legal process in connection with (1) any governmental or regulatory request to which filings of the Manager Company or any Person Subsidiary (including any filings made by Constellation) or (2) subject to whom an undertaking of confidentiality, non-disclosure is permitted hereunder is a party and non-use, disclosure or subject, presentations to investors of the Company or Constellation; (vivii) to existing or prospective investors in KKR Vehicles Other Constellation Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or ; (viiviii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Other Constellation Fund and the Company. The Manager agrees ; (ix) as required by law or legal process to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent which the Manager from disclosing Confidential Information or any person to whom disclosure is permitted hereunder is a party; or (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iiix) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses clause (i) and (iiix), it is agreed that, to the extent practicable and so long as not legally prohibited, the Manager will (w) provide the Company with written notice within a reasonable period of time of the existence, terms and circumstances surrounding the law or legal process requiring disclosure of such Confidential Information, (x) considerconsult with the Company on the advisability of taking steps to resist or narrow such disclosure obligation, (y) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as the Manager is advised by counsel is legally required to be disclosed, and if advisable seek(z) cooperate, at the Company’s sole expense, with any action reasonably requested by the Company in its efforts to obtain an appropriate protective order or confidentiality agreementother reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Notwithstanding the foregoing, Confidential Information shall not include information that (A) is in the public domain at the time it is received by the Manager, (yB) notify becomes public other than by reason of a disclosure by the Board and Manager in breach of this Agreement, (C) was already in the Executive Committee possession of the Manager prior to the time it was received by the Manager from the Company or its Affiliates, (D) was obtained by the Manager from a third party and, to the Manager’s knowledge, was not disclosed in breach of an obligation of such disclosurethird party not to disclose such information, and or (zE) in was developed independently by the absence Manager without using or referring to any of an appropriate protective order the Confidential Information. The provisions of this Section 6(b) shall survive the expiration or confidentiality agreement, disclose only that portion earlier termination of such information that is responsive to such request or demandthis Agreement for a period of one (1) year.
Appears in 7 contracts
Samples: Management Agreement (Colony Credit Real Estate, Inc.), Management Agreement (Colony Capital, Inc.), Management Agreement (Colony NorthStar, Inc.)
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Collateral Manager shall have full responsibility for provide the maintenance, care Issuer with sufficient information and safekeeping of all such reports to maintain the books of account, and records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Issuer.
(b) The Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Notes, (iii) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting transactions on behalf of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Issuer, (iv) to governmental agencies as required by law, regulation, court order or officials the rules or regulations of any self-regulating organization, regulatory authority, body or official having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process to its professional advisers or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors such information as shall have been publicly disclosed other than in KKR Vehicles and their advisors violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (a) may present summary data with respect to the extent performance of the Assets in conjunction with presentation of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate data with respect to the performance of one or more categories of Assets with similar data of such Persons reasonably request other funds and (b) may disclose such informationother information about the Issuer, subject to an undertaking the Assets and the Securities as is customarily disclosed by managers of confidentialitycollateralized loan obligations. For purposes of this Section 6, the Holders and beneficial owners of the Securities shall in no event be considered “non-disclosure affiliated third parties.”
(c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Collateral Manager, the Issuers, the Trustee and non-use, or (vii) otherwise with the consent Holders and beneficial owners of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Securities (and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order transactions contemplated by this Agreement and all materials of any court kind (including opinions or administrative agency, (iiother tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation to, any regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandstate laws.
Appears in 6 contracts
Samples: Collateral Management Agreement (Owl Rock Capital Corp), Collateral Management Agreement (Owl Rock Technology Finance Corp.), Collateral Management Agreement (Owl Rock Capital Corp)
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Collateral Manager shall have full responsibility for provide the maintenance, care Issuer with sufficient information and safekeeping of all such reports to maintain the books of account, and records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Issuer.
(b) The Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Secured Notes, (iii) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting transactions on behalf of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Issuer, (iv) to governmental agencies as required by law, regulation, court order or officials the rules or regulations of any self-regulating organization, regulatory authority, body or official having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process to its professional advisers or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors such information as shall have been publicly disclosed other than in KKR Vehicles and their advisors violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (a) may present summary data with respect to the extent performance of the Assets in conjunction with presentation of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate data with respect to the performance of one or more categories of Assets with similar data of such Persons reasonably request other funds and (b) may disclose such informationother information about the Issuer, subject to an undertaking the Assets and the Securities as is customarily disclosed by managers of confidentialitycollateralized loan obligations. For purposes of this Section 6, the Holders and beneficial owners of the Securities shall in no event be considered “non-disclosure affiliated third parties.”
(c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Collateral Manager, the Issuer, the Trustee and non-use, or (vii) otherwise with the consent Holders and beneficial owners of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Securities (and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order transactions contemplated by this Agreement and all materials of any court kind (including opinions or administrative agency, (iiother tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation to, any regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandstate laws.
Appears in 5 contracts
Samples: Collateral Management Agreement (Blue Owl Credit Income Corp.), Collateral Management Agreement (Blue Owl Capital Corp), Collateral Management Agreement (Blue Owl Credit Income Corp.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to the Company’s stockholders or to potential investors of in the Company or KKR (subject to compliance with Regulation FD)Company’s securities, (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5), (B) is released in writing by the Company to the public or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5.
Appears in 4 contracts
Samples: Management Agreement (Orchid Island Capital, Inc.), Management Agreement (Bimini Capital Management, Inc.), Management Agreement (FlatWorld Acquisition Corp.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, accounts and records and files shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company at any time from time to time during normal business hours upon reasonable advance written notice. The Manager shall at all reasonable times have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect access to the Company by service providers (e.g., administrators, prime brokers books and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary records of the termination of this Agreement, the Company. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (such information, “Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ia) to its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, representativesaccountants, advisors of legal counsel, representatives or advisors, in each case, where the Manager or deems disclosure to be necessary for providing its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesunder this Agreement, (iic) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((ia), (b) and (iic) collectively, “Manager Permitted Disclosure Parties”), (iiid) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (ivif applicable) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (viie) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the CompanyBoard. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agencyagency or to the extent required by applicable laws or regulations, (ii) upon the request or demand of, of any governmental or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or demandto Persons who are not under similar obligation of confidentiality to the Company; or (C) is obtained by the Manager from a third party that, to the best of the Manager’s knowledge, has not breached an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 4 contracts
Samples: Management Agreement (Sunrise Realty Trust, Inc.), Management Agreement (Chicago Atlantic Real Estate Finance, Inc.), Management Agreement (AFC Gamma, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Trustee, the Holders of the Class A Notes, the Collateral Administrator and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.7 of the Indenture at any time during the Collateral Manager’s normal business hours and upon advance written not less than three (3) Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer, (iii) as required by law, regulation, court order, organizational document or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) to appraisersits professional advisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others (v) information relating to performance of the Collateral as may be used by the Collateral Manager in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectbusiness, (vi) to existing such information that was or prospective investors in KKR Vehicles and their advisors to is obtained by the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, Collateral Manager on a non-disclosure and non-useconfidential basis; provided, that the Collateral Manager does not know or have reason to know of any breach by such source of any confidentiality obligations with respect thereto, (vii) otherwise with such information as may be necessary or desirable in order for the consent Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Company, including pursuant Collateral during any period that the Collateral Manager serves as an investment adviser to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agencyIssuer, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iiiviii) to the extent reasonably required potential buyers in connection with the exercise a sale of any remedy hereunder, of the Class A Notes or any Collateral and (ivx) to its legal counsel or independent auditorssuch information as shall have been publicly disclosed other than in violation of this Agreement; provided, however that with respect notwithstanding anything to clauses the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, each party hereto (iand any employee, representative or agent of any party hereto) may disclose to any and (ii)all persons, it is agreed that, so long as not legally prohibitedwithout limitation of any kind, the Manager will tax structure and tax treatment of the transactions contemplated hereby and by the transaction documents and all materials of any kind (xincluding opinions or other tax analysis) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive are provided to such request party relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the offering and does not include information relating to the identity of the Issuer. For purposes of this Xxxxxxx 0, xxxx of the Issuer, the Holders of the Class A Notes or demandthe Trustee shall be considered “non-affiliated third parties.”
Appears in 4 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (FS Investment Corp II), Collateral Management Agreement (FS Investment CORP)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three (3) Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or holders of the Interests) except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesaffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties official having jurisdiction over the Collateral Manager or any similar entity of its affiliates or (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and others accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the ordinary course Master Loan Sale Agreement, or the provisions of the Company’s business Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) and that it is serving as collateral manager of the Issuer, (ii) collectivelythe nature, “Manager Permitted Disclosure Parties”)aggregate principal amount and overall performance of the Issuer’s Assets, (iii) in connection with any governmental or regulatory filings the amount of earnings on the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Assets, (iv) to governmental agencies or officials having jurisdiction over such other information about the Company or Issuer, the ManagerAssets, the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations and (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. For purposes of this Section 6, the Holders of the Notes and the holders of the Interests shall not be considered “non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandaffiliated third parties.”
Appears in 4 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders and beneficial owners of Notes) except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement the Secured Notes or disclose Confidential Informationsupplying credit estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesAffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials official having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) the rules and regulations of any stock exchange on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the extent reasonably required provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii)foregoing, it is agreed thatthat the Collateral Manager may disclose (a) that it is serving as collateral manager of the Issuer, so long as not legally prohibited(b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Manager will Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (xe) considereach of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 6, the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, and if advisable seekany agency inspector general, at or making other disclosures that are protected under the Company’s sole expense, an appropriate protective order whistleblower provisions of federal law or confidentiality agreement, (y) regulation. There is no prior authorization necessary hereunder to make any such reports or disclosures and there is no requirement hereunder to notify the Board and the Executive Committee of Collateral Manager that any such disclosure, and (z) in the absence of an appropriate protective order reports or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demanddisclosures have been made.
Appears in 4 contracts
Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.), Collateral Management Agreement (Golub Capital BDC 3, Inc.), Collateral Management Agreement (GOLUB CAPITAL INVESTMENT Corp)
Records; Confidentiality. (a) The Asset Manager shall maintain appropriate and preserve the books and records of account, records the Company and files relating to services performed hereunderits Subsidiaries (including accounting and reporting systems), and such books of account, records and files shall be accessible for inspection by the General Partner or representatives of Parent, the Company or any of its Subsidiaries at any time during normal business hours upon reasonable advance written notice. .
(b) The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Asset Manager shall keep confidential any and all information regarding Parent, the Company or its Subsidiaries obtained in connection with the Services rendered under this Agreement (“Confidential Information Information”) and shall not use disclose any such Confidential Information (or use the same except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than unaffiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, Company Board; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of business of Parent, the Company’s business Company and its Subsidiaries; (iv) to governmental officials having jurisdiction over Parent, the Company or any of its Subsidiaries; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of Parent, the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) Subsidiaries or disclosure or presentations to investors of the Company Parent’s equity holders or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, prospective equity holders; (vi) to existing as required by applicable Law; or prospective investors in KKR Vehicles and their advisors (vii) to the extent such Persons reasonably request such informationinformation is otherwise publicly available. Notwithstanding anything herein to the contrary, subject each of the following shall be deemed to an undertaking be excluded from the provisions hereof any Confidential Information that (A) has become publicly available through the actions of confidentialitya Person other than the Asset Manager, non-disclosure and non-use(B) is released in writing by CTT, Parent, the Company or any of its Subsidiaries to the public, or (viiC) otherwise with is obtained by the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Asset Manager from disclosing Confidential Information (i) upon the order a third party without breach by such third party of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise an obligation of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that confidence with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandConfidential Information disclosed.
Appears in 4 contracts
Samples: Limited Partnership Agreement (CatchMark Timber Trust, Inc.), Asset Management Agreement (CatchMark Timber Trust, Inc.), Asset Management Agreement (CatchMark Timber Trust, Inc.)
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Collateral Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Collateral Manager shall have full responsibility for provide the maintenance, care Issuer with sufficient information and safekeeping of all such reports to maintain the books of account, and records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Issuer.
(b) The Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Debt, (iii) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting transactions on behalf of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Issuer, (iv) to governmental agencies as required by law, regulation, court order or officials the rules or regulations of any self-regulating organization, regulatory authority, body or official having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process to its professional advisers or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors such information as shall have been publicly disclosed other than in KKR Vehicles and their advisors violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (a) may present summary data with respect to the extent performance of the Assets in conjunction with presentation of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate data with respect to the performance of one or more categories of Assets with similar data of such Persons reasonably request other funds and (b) may disclose such informationother information about the Issuer, subject to an undertaking the Assets and the Securities as is customarily disclosed by managers of confidentialitycollateralized loan obligations. For purposes of this Section 6, the Holders and beneficial owners of the Securities shall in no event be considered “non-disclosure affiliated third parties.”
(c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Collateral Manager, the Issuer, the Collateral Trustee and non-use, or (vii) otherwise with the consent Holders and beneficial owners of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Securities (and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order transactions contemplated by this Agreement and all materials of any court kind (including opinions or administrative agency, (iiother tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation to, any regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandstate laws.
Appears in 3 contracts
Samples: Collateral Management Agreement (Owl Rock Core Income Corp.), Collateral Management Agreement (Owl Rock Core Income Corp.), Collateral Management Agreement (Owl Rock Capital Corp)
Records; Confidentiality. The Manager Advisor shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager Advisor will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Advisor’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Advisor is required to disclose Confidential Information, the Advisor may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Advisor agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Advisor from a third party which, to the best of the Advisor’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 3 contracts
Samples: Advisory Agreement (FundCore Institutional Income Trust Inc.), Advisory Agreement (FundCore Institutional Income Trust Inc.), Advisory Agreement (FundCore Institutional Income Trust Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Entities at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (includingfilings with the NYSE or other applicable Securities Exchange or market, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof.
(b) Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information.
(c) Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions of this Section 5: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third party where such disclosure, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
(d) The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year; provided that the parties will maintain trade secrets of the other party identified in writing as trade secrets, and which in fact constitute trade secrets, for a period of no longer than five (5) years thereafter.
Appears in 3 contracts
Samples: Management Agreement (Bluerock Residential Growth REIT, Inc.), Management Agreement (Bluerock Residential Growth REIT, Inc.), Management Agreement (Bluerock Residential Growth REIT, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company at any time during normal business hours upon advance written noticeIssuer, the Co-Issuer and the Trustee. The Collateral Manager shall, and shall have full responsibility for the maintenancecause its Affiliates to, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not disclose any such information to non-affiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agencies shall reasonably request in connection with the acquisition and disposition of Collateral Interests, (iii) as requested by a regulatory authority or otherwise required by law, regulation, court order or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) general information regarding the performance of the Collateral Interests for use Confidential Information in contravention disclosure documents for future transactions involving the Collateral Manager, (vi) such information as is requested by advisors or other service providers hired by the Collateral Manager in connection with the performance of its duties under this Agreement or disclose Confidential Information, as otherwise required in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors the reasonable judgment of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that was or is responsive obtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Section 11, the Noteholders, Holders of the Income Notes, prospective purchasers of Notes and/or Income Notes, prospective sellers and purchasers of Collateral Interests, each Hedge Counterparty, all parties to such request the Indenture, the Income Notes Agreement and this Agreement, and any of their directors, officers, members, employees, professional advisors or demandagents shall in no event be considered “non-affiliated third parties.”
Appears in 2 contracts
Samples: Collateral Management Agreement, Collateral Management Agreement (CBRE Realty Finance Inc)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Service Recipients at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s Service Recipients’ business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company Service Recipients, or its Affiliates (includingfilings with NYSE or other applicable securities exchanges or markets, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerService Recipients, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant applicable Service Recipient with respect to a separate agreement entered into between whom the Manager and/or any KKR Vehicles and the CompanyConfidential Informaiton relates to. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof.
(b) Nothing herein shall prevent the any Manager Permitted Disclosure Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the applicable Service Recipient with prompt written notice of such order, and if advisable request or demand so that such Service Recipient may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager Permitted Disclosure Party compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager Permitted Disclosure Party is required to disclose Confidential Information, the Manager Permitted Disclosure Party may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, however, that the Manager Permitted Disclosure Party agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.
(c) Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by a Service Recipient to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to such request Service Recipient, or demand(C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 2 contracts
Samples: Management Agreement (RCS Capital Corp), Management Agreement (RCS Capital Corp)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s EQT Firm asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR EQT Firm (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR EQT Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR EQT Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand. For the avoidance of doubt, nothing set forth in this Agreement prohibits, restricts or is otherwise intended to impede the Manager from disclosing or reporting possible violations of law or regulation to any governmental agency or authority, any self-regulatory organization or the staff of any of the foregoing (in their capacity as such), cooperating or communicating directly with any such governmental agency or authority, self-regulatory organization or staff in connection with any such possible violation or receiving an award from any such governmental agency or authority or self-regulatory organization in connection with any such cooperation or communication, in each case as is consistent with applicable law, to the extent such activity is protected under the whistleblower provisions of any law or regulation, and without any prior notice to or authorization from EQT or any of its affiliates.
Appears in 2 contracts
Samples: Management Agreement (EQT Infrastructure Co LLC), Management Agreement (EQT Private Equity Co LLC)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s 's business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to the Company’s stockholders or to potential investors of in the Company or KKR (subject to compliance with Regulation FD)Company’s securities, (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager's compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the Manager’s violation of this Section 5), (B) is released in writing by the Company to the public or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager's knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to this Section 5.
Appears in 2 contracts
Samples: Management Agreement (Orchid Island Capital, Inc.), Management Agreement (Bimini Capital Management, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written one Business Day prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the applicable Class of Secured Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesAffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials official having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party of its Affiliates or subject(iii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (vie) to existing its professional advisors (including, without limitation, legal, tax and accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking provisions of confidentiality, the Indenture or shall have been obtained by the Collateral Manager on a non-disclosure and non-useconfidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (viih) otherwise with such information as is necessary or appropriate to disclose so that the consent of Collateral Manager may perform its duties hereunder, under the Company, including pursuant to a separate agreement entered into between the Manager and/or Indenture or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information other Transaction Document or (i) upon general performance information which may be used by the order of any court Collateral Manager, its Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required their Related Persons in connection with their marketing activities. For purposes of this Section 6, the exercise of any remedy hereunderHolders, or (iv) to its legal counsel or independent auditors; providedthe Trustee, however that with respect to clauses (i) the Calculation Agent and (ii)the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that, so long that the Collateral Manager may disclose (a) that it is serving as not legally prohibited, collateral manager of the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreementIssuer, (yb) notify the Board nature, aggregate principal amount and overall performance of the Executive Committee Issuer’s assets, (c) the amount of such disclosureearnings on the Assets, and (zd) in each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the absence United States federal income tax treatment and United States federal income tax structure of an appropriate protective order or confidentiality agreementthe transactions contemplated by the Indenture, disclose only this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request or demandUnited States federal income tax treatment and United States income tax structure.
Appears in 2 contracts
Samples: Collateral Management Agreement (KCAP Financial, Inc.), Collateral Management Agreement (TICC Capital Corp.)
Records; Confidentiality. (a) The Manager Advisor shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) to the extent required in connection with any governmental or regulatory filings of the Company Company, or its Affiliates (includingfilings with The New York Stock Exchange or other applicable securities exchanges or markets, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information. Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof, and to advise the Company of any such disclosures made in accordance with subsections (iii), (iv), and (v) of this Section 5(a).
(b) Nothing herein shall prevent the Manager any Advisor Permitted Disclosure Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager Advisor will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Advisor Permitted Disclosure Party compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Advisor Permitted Disclosure Party is required to disclose Confidential Information, the Advisor Permitted Disclosure Party may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Advisor Permitted Disclosure Party agrees to obtain reliable assurance that confidential treatment will be accorded such request information.
(c) Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or demandto Persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Advisor from a third party which, to the best of the Advisor’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 2 contracts
Samples: Advisory Agreement, Advisory Agreement (Global Net Lease, Inc.)
Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon advance written not less than five (5) Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Portfolio Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, “Confidential Information Information”) and obtained in connection with the services rendered hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in contravention no event be deemed to include holders of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than Notes) except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)any Class of Notes, (iii) in connection with as required by law, regulation, court order or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Portfolio Manager, (iv) to governmental agencies or officials having jurisdiction over the Company or the Managerits professional advisers, (v) such information as requested by law, legal process shall have been publicly available or regulatory request to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectIndenture, (vi) to existing such information that was or prospective investors in KKR Vehicles and their advisors to is obtained by the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, Portfolio Manager on a non-disclosure and non-useconfidential basis, or (vii) otherwise such information that was or is obtained by the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or another confidentiality agreement with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer or (ivviii) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive related to the investment performance of the Portfolio Manager or its Advisor.
(b) Notwithstanding the provisions of Section 10(a), the Portfolio Manager and each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Issuer Documents, and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such request U.S. federal income tax treatment and U.S. income tax structure.
(c) Notwithstanding anything to the contrary contained herein or demandin any Transaction Document, the Portfolio Manager shall not be required to furnish any information to the extent prohibited by applicable confidentiality restrictions (whether legal, contractual or otherwise).
Appears in 2 contracts
Samples: Portfolio Management Agreement, Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, if required by law, any filings made by KKR Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectparty, (vi) to existing or prospective investors in KKR Vehicles Other Blackstone Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with written notice within a reasonable period of time of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 2 contracts
Samples: Management Agreement (Capital Trust Inc), Management Agreement (Capital Trust Inc)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives an authorized representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon advance written reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall have full responsibility for follow its customary procedures to keep confidential all information obtained in connection with the maintenanceservices rendered hereunder and shall not disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), care and safekeeping (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of all such books the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of accountany regulatory or self-regulating organization, records and files body or official (it being understood that services including any securities exchange on which the Notes may be provided with respect listed from time to time) having jurisdiction over the Company Collateral Manager or as otherwise required by service providers law or judicial process, (e.g., administrators, prime brokers and custodiansiv) and so long such information as such service providers are monitored by the Manager with due care, the Manager shall be have been publicly disclosed other than in compliance with the foregoing). Until the first (1st) anniversary of the termination violation of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (iv) to its members, officers, directors, and employees, agentsand to its attorneys, representativesaccountants and other professional advisers in conjunction with the transactions described herein, advisors (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesCollateral, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or its Affiliates (including, in any filings made by KKR as a result of its status as a public company) dispute or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)proceeding related hereto, (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, of the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandSecurities.
Appears in 2 contracts
Samples: Collateral Management Agreement (Granite Point Mortgage Trust Inc.), Collateral Management Agreement (TPG RE Finance Trust, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in Other KKR Vehicles Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any Other KKR Vehicles Funds and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.
Appears in 2 contracts
Samples: Management Agreement (KKR Real Estate Finance Trust Inc.), Management Agreement (KKR Real Estate Finance Trust Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i1) to its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii2) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) Subsidiary or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv4) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v5) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii6) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulation toof, any regulatory agency or authority, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i1) and (ii)2) of this sentence, it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company and the Operating Partnership with prompt written notice of such order, request or demand so that the Company and if advisable seek, at the Company’s sole expense, Operating Partnership may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto Persons who are not under a similar obligation of confidentiality to the Company and the Subsidiaries, or (C) is obtained by the Manager from a third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
(b) The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 2 contracts
Samples: Management Agreement (Angel Oak Mortgage, Inc.), Management Agreement (Angel Oak Mortgage, Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by authorized representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)investors, (iv) to governmental agencies or officials having jurisdiction over the Company Company; (v) to its legal counsel or the Managerindependent auditors, (vvi) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency having jurisdiction over the Company (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, or (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder; provided, however that with respect to clause (i), it is agreed that, so long as it is reasonably practicable under the circumstances and not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager and other than a Person that received such Confidential Information in violation of this Agreement, (B) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
(b) The Company shall keep confidential any and all Confidential Information and shall not use Confidential Information except in furtherance of the terms of this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers or directors (collectively, “Company Permitted Disclosure Parties”), (ii) as requested by law or legal process to which the Company or any Person to whom disclosure is permitted hereunder is a party, or (iii) with the consent of the Manager. The Company agrees to (i) inform each of its Company Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof and (ii) not disclose any Confidential Information to its Company Permitted Disclosure Parties upon the expiration or nonrenewal of this Agreement in accordance with Section 10. Nothing herein shall prevent the Company from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Company will provide the Manager will (x) considerwith prompt written notice of such order, and if advisable request or demand so that the Manager may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Company’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Company is required to disclose Confidential Information, the Company may disclose only that portion of such information that is responsive legally required without liability hereunder; provided that the Company agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Company, (B) is released in writing by the Manager to the public or demandto persons who are not under similar obligation of confidentiality to the Manager, or (C) is obtained by the Company from a third-party which, to the best of the Company’s knowledge, does not constitute breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. For the avoidance of doubt, information about the systems, employees, policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Company’s obligations pursuant to this Section 5(b).
Appears in 2 contracts
Samples: Management Agreement (Western Asset Mortgage Capital Corp), Management Agreement (Western Asset Mortgage Capital Corp)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three (3) Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or Holders of the Interests) except (a) with the prior written consent of the Issuer, (b) such information as any Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement the Notes or disclose Confidential Informationsupplying credit ratings or estimates on any obligation included in the Assets, (c) in whole connection with establishing trading or investment accounts or otherwise in partconnection with effecting Transactions on behalf of the Issuer, to any Person other than (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesaffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials official having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the extent reasonably required Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii)foregoing, it is agreed that, so long that (i) the Collateral Manager may disclose (1) that it is serving as not legally prohibited, collateral manager of the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreementIssuer, (y2) notify the Board nature, aggregate principal amount and overall performance of the Executive Committee Issuer’s Assets, (3) the amount of such disclosureearnings on the Assets, and (z4) in such other information about the absence Issuer, the Assets, the Notes and the Interests as is customarily disclosed by managers of an appropriate protective order collateralized loan obligations, and (2) each of the Collateral Manager’s respective employees, representatives or confidentiality agreementother agents may disclose to any and all Persons, disclose only without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request or demandUnited States federal income tax treatment and United States income tax structure. For purposes of this Section 6, the Holders of the Notes and the Holders of the Interests shall not be considered “non-affiliated third parties.”
Appears in 2 contracts
Samples: Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)
Records; Confidentiality. (a) The Manager shall agrees to maintain appropriate books of account, and to preserve for the Company such records as are necessary and files relating to services performed hereunderproper or required by applicable law, and such books of account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility ; provided that, for the maintenanceavoidance of doubt, care such records shall not include, and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers shall not have access to, without the prior written consent of MRECS or the Manager (e.g.as applicable), administratorsany records of MRECS, prime brokers and custodians) and so long as such service providers are monitored any records maintained by the Manager with due carefor its own behalf or for its other clients, or any proprietary information of MRECS or the Manager shall be in compliance with the foregoing). Until the first Manager.
(1stb) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all Confidential Information and shall not use disclose any such Confidential Information (or use the same except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than unaffiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, Company; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business business; (iv) to governmental officials having jurisdiction over the Company; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors the Company’s stockholders or prospective stockholders; (vi) upon the receipt of an appropriate document subpoena or other appropriate request for documents from any federal, state, county or municipal government or any bureau, department or agency thereof, provided that if the Manager determines, in its sole discretion, not to provide documents in accordance with this Section 9(b), it may oppose such document subpoena or other request, provided that the Manager shall be responsible for all reasonable direct costs of such opposition; or (vii) to the extent such information is otherwise publicly available. Notwithstanding anything herein to the contrary, each of the Company or KKR following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (subject to compliance with Regulation FD), (ivA) to governmental agencies or officials having jurisdiction over has become publicly available through the Company or actions of a Person other than the Manager, (vB) as requested is released in writing by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors Company to the extent such public or to Persons reasonably request such information, subject who are not under a similar obligation of confidentiality to an undertaking of confidentiality, non-disclosure and non-usethe Company, or (viiC) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent is obtained by the Manager from disclosing Confidential Information (i) upon the order a third party without breach by such third party of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise an obligation of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that confidence with respect to clauses the Confidential Information disclosed.
(ic) and (ii), it is agreed that, so long as not legally prohibited, The provisions of this Section 9 shall survive the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order expiration or confidentiality agreement, (y) notify the Board and the Executive Committee earlier termination of such disclosure, and (z) in the absence this Agreement for a period of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandone year.
Appears in 2 contracts
Samples: Management Agreement (Claros Mortgage Trust, Inc.), Management Agreement (Claros Mortgage Trust, Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i1) to its Affiliates, managers, officers, directors, employees, members, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii2) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) Subsidiary or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)investors, (iv4) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v5) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii6) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand ofof any regulatory agency or authority, or pursuant to any law or regulation to, any regulatory agency or authorityregulation, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i1) and (ii2), it is agreed that, so long as not legally prohibited, that the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable seek, at request or demand so that the Company’s sole expense, Company may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third party without breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
(b) Each of the Company shall keep confidential, and shall cause any Subsidiary to keep confidential, any and all Confidential Information and shall not use, and shall cause any Subsidiary not to use, Confidential Information except in furtherance of the terms of this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (1) to its Affiliates, officers, directors, employees, members, agents, representatives or advisors who need to know such Confidential Information for the purpose of fulfilling the Company’s obligations hereunder (collectively, “Company Permitted Disclosure Parties”), (2) as required by law or legal process to which the Company or any Subsidiary or any Person to whom disclosure is permitted hereunder is a party, or (3) with the consent of the Manager. The Company agrees to (1) inform each of its Company Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof and (2) not disclose any Confidential Information to its Company Permitted Disclosure Parties upon the termination of this Agreement in accordance with Section 11 hereof. Nothing herein shall prevent the Company or any Subsidiary from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demanddemand of, or pursuant to any law or regulation, any regulatory agency or authority, (3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (4) to its legal counsel or independent auditors; provided, however, that with respect to clauses (1) and (2), it is agreed that the Company will provide the Manager with prompt written notice of such order, request or demand so that the Manager may seek an appropriate protective order and/or waive the Company’s compliance with the provisions of this Section. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Company or any Subsidiary is, in the opinion of counsel, required to disclose Confidential Information, the Company or such Subsidiary may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that each of the Company shall exercise, and shall cause any Subsidiary to exercise, its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Company or any Subsidiary, (B) is released in writing by the Manager to the public or to Persons who are not under similar obligation of confidentiality to the Manager, or (C) is obtained by the Company or any Subsidiary from a third party without breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. For the avoidance of doubt, information about the systems, employees, policies, procedures and investment portfolio (other than investments in which the Company or any Subsidiary and the Manager have co-invested) shall be deemed to be included within the meaning of “Confidential Information” for purposes of the Company’s and the Subsidiaries’ obligations pursuant to this Section 6(b).
(c) The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 2 contracts
Samples: Management Agreement (AG Mortgage Investment Trust, Inc.), Management Agreement (AG Mortgage Investment Trust, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives an authorized representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon advance reasonable prior written notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith or on the advice of legal counsel determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall have full responsibility for follow its customary procedures to keep confidential all information obtained in connection with the maintenanceservices rendered hereunder and shall not disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), care and safekeeping (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of all such books the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of accountany regulatory or self-regulating organization, records and files body or official (it being understood that services including any securities exchange on which the Notes may be provided with respect listed from time to time) having jurisdiction over the Company Collateral Manager or as otherwise required by service providers law or judicial process, (e.g., administrators, prime brokers and custodiansiv) and so long such information as such service providers are monitored by the Manager with due care, the Manager shall be have been publicly disclosed other than in compliance with the foregoing). Until the first (1st) anniversary of the termination violation of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (iv) to its members, officers, directors, and employees, agentsand to its attorneys, representativesaccountants and other professional advisers in conjunction with the transactions described herein, advisors (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the investment performance of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesCollateral, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or its Affiliates (including, in any filings made by KKR as a result of its status as a public company) dispute or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)proceeding related hereto, (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iiiviii) to the extent reasonably required in connection with the exercise Trustee and (ix) to Holders and potential purchasers of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, of the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandSecurities.
Appears in 2 contracts
Samples: Collateral Management Agreement (Lument Finance Trust, Inc.), Collateral Management Agreement (Lument Finance Trust, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee and the Independent accountants selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-Affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as any Applicable Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement the Secured Notes, (c) in connection with establishing trading or disclose Confidential Informationinvestment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, in whole or in part, to any Person other than (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesCollateral Manager, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials official having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise rules and regulations of any remedy hereunderstock exchange (including the Cayman Islands Stock Exchange) on which the Notes may be listed, or (ive) to its legal counsel professional advisors (including, without limitation, legal, tax and accounting advisors) or independent auditors; provided, however that with respect to clauses (if) and (ii)such information as shall have been publicly disclosed other than in violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed thatthat (I) the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, so long as not legally prohibited(B) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (C) the amount of earnings on the Issuer’s assets and (D) such other information about the Issuer, the Manager will (x) consider, and if advisable seek, at the CompanyIssuer’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board assets and the Executive Committee Notes as is customarily disclosed by managers of such disclosure, collateralized loan obligations and (zII) in each party hereto (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the absence U.S. federal income tax treatment and U.S. federal income tax structure of an appropriate protective order or confidentiality agreementthe transactions contemplated by the Indenture, disclose only this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request or demandU.S. federal income tax treatment and U.S. income tax structure. For purposes of this Section 6, the Holders shall not be considered “non-Affiliated third parties.”
Appears in 2 contracts
Samples: Collateral Management Agreement (Barings BDC, Inc.), Collateral Management Agreement
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKRCIM’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR Company’s stockholders (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors partners, co-investors, and/or other interest-holders in KKR Vehicles CIM Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with written notice within a reasonable period of time of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Samples: Management Agreement (Cole Credit Property Trust Iv, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, if required by law, any filings made by KKR Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectparty, (vi) to existing or prospective investors in KKR Vehicles Other Blackstone Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with written notice within a reasonable period of time of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the Holders and the independent accountants appointed by the Issuer pursuant to Article X of the Indenture at any time during normal business hours at a time acceptable to the Collateral Manager in its reasonable judgment and upon advance written not less than five Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services Except as may be provided with respect required hereunder, by the Indenture, pursuant to court order or other legal process, and subject to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due carepreceding sentence, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-Affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as any Rating Agency in contravention connection with the rating of any Class of Secured Notes shall reasonably request, (c) as required by law (including for purposes of avoiding or reducing any withholding taxes imposed by any jurisdiction), regulation, court order or the rules or regulations of any self-regulating organization, examiner, governmental body or regulatory body or official having jurisdiction over the Collateral Manager or as required by any Underlying Instrument, (d) to its duties under and the Issuer’s professional advisers and to the Trustee and the Collateral Administrator, (e) such information as shall have been publicly disclosed other than in violation of this Agreement or disclose Confidential InformationAgreement, in whole or in part(f) to the extent permitted by applicable securities laws, if requested, to potential buyers in connection with a sale of any Person other than of the Notes, (ig) to its members, managers, partners, officers, directors, employees, agents, representatives, advisors and employees involved in performing the obligations of the Collateral Manager under this Agreement, (h) to any bona fide buyer or potential buyer and any such Person’s attorneys and professional advisers in connection with an issuance or sale or potential issuance or sale to such Person of any equity interests of, debt of, or assets owned by the Collateral Manager; provided that each such Person to whom such information is so disclosed shall have agreed to maintain the confidentiality thereof pursuant to an agreement containing provisions substantially the same as those of this Section 6, (i) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto or to any of the other Transaction Documents, (j) to Holders and beneficial owners and potential purchasers of any of the Notes or any beneficial interest therein, (k) as required to enable the Collateral Manager to perform its obligations hereunder, (l) such information that was or is obtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know or have reason to know of any breach by such source of any confidentiality obligations with respect thereto or (m) general performance information which may be used by the Collateral Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings their marketing activities. For purposes of this Section 6, none of the Company Trustee, the Holders, the Initial Purchaser or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations the Collateral Administrator shall be considered “non-Affiliated third parties.” Notwithstanding anything in this Section 6 to investors of the Company or KKR (contrary but subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request any confidentiality agreements to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party or the Issuer may be subject, (vi) the Collateral Manager shall have the right to existing or prospective investors in KKR Vehicles and their advisors disclose, to the extent such Persons reasonably request such informationpermitted by applicable securities laws, general information regarding the transaction which is the subject of this Agreement and the Collateral Manager’s performance with respect to an undertaking the portfolio of confidentiality, nonCollateral Obligations and/or Assets owned by the Issuer from time to time in periodic reports on Form 8-disclosure and non-use, K (or (viiother filings) otherwise that may be filed by the Collateral Manager with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Securities and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court Exchange Commission or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise marketing of other funds managed or to be managed by the Collateral Manager or any of its Affiliates. Notwithstanding any contrary agreement or understanding, the Collateral Manager (and each of its respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibitedkind, the Manager will tax treatment and tax structure of the transactions contemplated by this Agreement and the Indenture and all materials of any kind (xincluding opinions or other tax analyses) considerthat are provided to them relating to such tax treatment and tax structure. The foregoing provision shall apply from the beginning of discussions between the parties. For this purpose, the tax treatment of a Transaction is the purported or claimed U.S. federal income tax treatment of such Transaction, and if advisable seek, at the Company’s sole expense, an appropriate protective order tax structure of a Transaction is any fact that may be relevant to understanding the purported or confidentiality agreement, (y) notify the Board and the Executive Committee claimed U.S. federal income tax treatment of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandTransaction.
Appears in 1 contract
Samples: Collateral Management Agreement (Palmer Square Capital BDC Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information related to the Company or any of the Subsidiaries, written or oral, obtained by it in connection with the services rendered hereunder (“Company Confidential Information Information”) and shall not use Company Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Company Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Company Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)investors, (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Company Confidential InformationInformation and to direct such Persons to treat such Company Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Company Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Company Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Company Confidential Information that (A) is available to the public from a source other than the Manager (not resulting from the manager’s violation of this Section 5(a)), (B) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager (not resulting from the manager’s violation of this Section 5(a)) from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Company Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
(b) The Company shall keep confidential any and all non-public information related to the Manager, written or oral, obtained by the Company in connection with the performance by the Company of its obligations under this Agreement (“Manager Confidential Information”) and shall not use Manager Confidential Information except in furtherance of the terms of this Agreement or disclose Manager Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers or directors who need to know such Manager Confidential Information for the purpose of fulfilling the Company’s obligations hereunder (collectively, “Company Permitted Disclosure Parties”), (ii) as requested by law or legal process to which the Company or any Person to whom disclosure is permitted hereunder is a party, or (iii) with the consent of the Manager. The Company agrees to (i) inform each of its Company Permitted Disclosure Parties of the non-public nature of the Manager Confidential Information and to direct such Persons to treat such Manager Confidential Information in accordance with the terms hereof and (ii) not disclose any Manager Confidential Information to its Company Permitted Disclosure Parties upon the expiration or nonrenewal of this Agreement in accordance with Section 10. Nothing herein shall prevent the Company from disclosing Manager Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demanddemand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Company will provide the Manager with prompt written notice of such order, request or demand so that the Manager may seek, at its sole expense, an appropriate protective order and/or waive the Company’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Company is required to disclose Manager Confidential Information, the Company may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Company agrees to exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Manager Confidential Information that (A) is available to the public from a source other than the Company, (B) is released in writing by the Manager to the public or to persons who are not under similar obligation of confidentiality to the Manager, or (C) is obtained by the Company from a third-party which, to the best of the Company’s knowledge, does not constitute breach by such third-party of an obligation of confidence with respect to the Manager Confidential Information disclosed. For the avoidance of doubt, information about the systems, employees, policies, procedures and investment portfolio of the Manager (other than investments in which the Company and Manager have co-invested) shall be deemed to be included within the meaning of “Manager Confidential Information” for purposes of the Company’s obligations pursuant to this Section 5(b).
Appears in 1 contract
Samples: Management Agreement (Arbolada Capital Management Co)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Trust or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i1) to its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii2) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the CompanyTrust’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company Trust or its Affiliates (including, any filings made by KKR as a result of its status as a public company) Subsidiary or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Trust investors, (iv4) to governmental agencies or officials having jurisdiction over the Company or the ManagerTrust, (v5) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii6) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the CompanyBoard of Trustees. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i1) and (ii2), it is agreed that, so long as not legally prohibited, that the Manager will (x) considerprovide the Trust and the Operating Partnership with prompt written notice of such order, request or demand so that the Trust and if advisable seek, at the Company’s sole expense, Operating Partnership may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such request or demand.information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager,
Appears in 1 contract
Samples: Management Agreement (PennyMac Mortgage Investment Trust)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except (a) with the prior written consent of the Issuer, (b) such information as the Rating Agencies shall reasonably request in contravention connection with its rating of the Notes or supplying credit estimates on any obligation included in the Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its duties under affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its affiliates, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose Confidential Informationso that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Memorandum, in whole the Indenture or in partany other Transaction Document, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental regulatory filing that the Collateral Manager is required to make or regulatory filings of (j) general performance information which may be used by the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process its affiliates or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii)foregoing, it is agreed thatthat the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, so long as not legally prohibited(B) the nature, aggregate principal amount and overall performance of the Assets, (C) the amount of earnings on the Assets, (D) such other information about the Issuer, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board Assets and the Executive Committee Notes as is customarily disclosed by managers of such disclosure, collateralized loan obligations and (zE) in each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the absence United States federal income tax treatment and United States federal income tax structure of an appropriate protective order or confidentiality agreementthe transactions contemplated by the Indenture, disclose only this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request United States federal income tax treatment and United States income tax structure. Nothing in this Agreement prohibits the reporting of possible violations of state or demandfederal law or regulation to or otherwise responding to or cooperating with an investigation by any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.
Appears in 1 contract
Samples: Collateral Management Agreement (Apollo Debt Solutions BDC)
Records; Confidentiality. (a) The Manager Advisor shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Manager, the Company or any Subsidiary at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company Company, or its Affiliates (includingfilings with NASDAQ or other applicable securities exchanges or markets, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information. Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof.
(b) Nothing herein shall prevent the Manager any Advisor Permitted Disclosure Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Advisor will provide the Manager will (x) considerand the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Advisor Permitted Disclosure Party compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Advisor Permitted Disclosure Party is required to disclose Confidential Information, the Advisor Permitted Disclosure Party may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Advisor Permitted Disclosure Party agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such request information.
(c) Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Advisor, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Advisor from a third-party which, to the best of the Advisor’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Samples: Acquisition and Capital Services Agreement (American Realty Capital Properties, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunderunder this Agreement, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use Confidential Information the same except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than nonaffiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose Board of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesDirectors, (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business business; (iv) to governmental officials having jurisdiction over the Company; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company investors; or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (vvi) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Informationparty. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable seek, at request or demand so that the Company’s sole expense, Company may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunderunder this Agreement, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use Confidential Information the same except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than nonaffiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose Board of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesDirectors, (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business business; (iv) to governmental officials having jurisdiction over the Company; (i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iiiv) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company investors; or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (vvi) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Informationparty. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, that the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable seek, at request or demand so that the Company’s sole expense, Company may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Records; Confidentiality. The Asset Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Collateral Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed time during normal business hours and upon advance written not less than two Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Asset Manager shall keep confidential any and all Confidential Information information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance or incurrence, as applicable, of the Debt, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered hereunder, and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than nonaffiliated third parties except (i) with the prior written consent of the Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of the Rated Debt, (iii) as required by law, regulation, court order or other legal process or the rules or regulations of any regulatory or self-regulatory organization, body or official having jurisdiction over the Asset Manager or any of its Affiliates, (iv) to its Affiliates and its and its Affiliates’ respective directors, members, partners, managers, officers, directors, employees, agents, representativesrepresentatives and advisors (any such person who receives confidential information from the Asset Manager, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure PartiesRepresentatives”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) such information as requested by law, legal process or regulatory request to which shall have been publicly disclosed other than in the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectviolation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to existing or prospective investors in KKR Vehicles and their advisors know of any breach by such source of any confidentiality obligations to the extent such Persons reasonably request Issuer with respect to such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with that was or is independently developed by the consent of the Company, including pursuant to a separate agreement entered into between the Asset Manager and/or or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand Representatives without use of, or pursuant to any law or regulation reference to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, confidential information or (ivviii) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 7, the Holders, the Collateral Trustee, and any of the Asset Manager’s Affiliates shall in no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement, the Credit Agreements or in the Indenture, the Issuer, the Collateral Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Debt (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Credit Agreements and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such request or demandtax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.
Appears in 1 contract
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, if required by law, any filings made by KKR Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectparty, (vi) to existing or prospective investors in KKR Vehicles Blackstone Accounts and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with written notice within a reasonable period of time of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Samples: Management Agreement (Blackstone Mortgage Trust, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. Manager shall also provide the Company, its subsidiaries and their representatives, independent accounting firms and outside consultants with reasonable access to appropriate personnel of the Manager so as to enable the accountants and consultants to conduct the Company’s audit and to review, design and test the Company’s internal controls over financial reporting. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first second (1st2nd) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested required by law, law or legal process or requested by applicable regulatory request authorities, in each case, to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in Other KKR Vehicles Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any Other KKR Vehicles Funds and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses clause (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.
Appears in 1 contract
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties (excluding any holders and beneficial owners of the Notes) except (a) with the prior written consent of the Issuer, (b) such information as the Rating Agencies shall reasonably request in contravention connection with its rating of the Notes or supplying credit estimates on any obligation included in the Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its duties under affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or any of its affiliates, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose Confidential Informationso that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in whole the Indenture or in partany other Transaction Document, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental regulatory filing that the Collateral Manager is required to make or regulatory filings of (j) general performance information which may be used by the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process its affiliates or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required Owners in connection with their marketing activities. Notwithstanding the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii)foregoing, it is agreed thatthat the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, so long as not legally prohibited(B) the nature, aggregate principal amount and overall performance of the Assets, (C) the amount of earnings on the Assets, (D) such other information about the Issuer, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board Assets and the Executive Committee Notes as is customarily disclosed by managers of such disclosure, collateralized loan obligations and (zE) in each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the absence United States federal income tax treatment and United States federal income tax structure of an appropriate protective order or confidentiality agreementthe transactions contemplated by the Indenture, disclose only this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request United States federal income tax treatment and United States income tax structure. Nothing in this Agreement prohibits the reporting of possible violations of state or demandfederal law or regulation to or otherwise responding to or cooperating with an investigation by any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation.
Appears in 1 contract
Samples: Collateral Management Agreement (MidCap Financial Investment Corp)
Records; Confidentiality. (a) The Portfolio Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Collateral Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon advance written not less than five (5) Business Days’ prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Portfolio Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, “Confidential Information Information”) and obtained in connection with the services rendered hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in contravention no event be deemed to include holders of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than Notes) except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)any Class of Notes, (iii) in connection with as required by law, regulation, court order or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Portfolio Manager, (iv) to governmental agencies or officials having jurisdiction over the Company or the Managerits professional advisers, (v) such information as requested by law, legal process shall have been publicly available or regulatory request to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectIndenture, (vi) to existing such information that was or prospective investors in KKR Vehicles and their advisors to is obtained by the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, Portfolio Manager on a non-disclosure and non-useconfidential basis, or (vii) otherwise such information that was or is obtained by the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or another confidentiality agreement with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer or (ivviii) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive related to the investment performance of the Portfolio Manager or its Advisor.
(b) Notwithstanding the provisions of Section 10(a), the Portfolio Manager and each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Issuer Documents, and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such request U.S. federal income tax treatment and U.S. income tax structure.
(c) Notwithstanding anything to the contrary contained herein or demandin any Transaction Document, the Portfolio Manager shall not be required to furnish any information to the extent prohibited by applicable confidentiality restrictions (whether legal, contractual or otherwise).
Appears in 1 contract
Samples: Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)
Records; Confidentiality. The Manager Advisor shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager Advisor shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager Advisor with due care, the Manager Advisor shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager The Advisor shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager Advisor or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKRCIM’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR Company’s stockholders (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerAdvisor, (v) as requested by law, legal process or regulatory request to which the Manager Advisor or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors partners, co-investors, and/or other interest-holders in KKR Vehicles CIM Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager Advisor agrees to inform each of its Manager Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager Advisor will (x) considerprovide the Company with written notice within a reasonable period of time of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Advisor’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Advisor is required to disclose Confidential Information, the Advisor may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Advisor agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Advisor, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Advisor from a third-party which, to the best of the Advisor’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 5 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Samples: Investment Advisory and Management Agreement (Cim Real Estate Finance Trust, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records (a) Buyer agrees that it will cause to be preserved and files relating to services performed hereunder, kept the Books and such books of account, records and files shall be accessible for inspection by representatives Records of the Company (including any Books and Records relating to Taxes and Tax Returns of the Company) for a period of five (5) years after the Closing, and shall make such Books and Records available and allow Seller to make copies thereof, at Seller’s sole cost and expense, as may be reasonably required by Seller in connection with any Claim or Proceeding. In the event Buyer wishes to have the Company destroy any such Books and Records prior to the end of such time during normal business hours period, Buyer shall first give at least thirty (30) days prior Notice to Seller, and upon advance written notice. The Manager such notice Seller shall have full responsibility for the maintenanceright, care at its option and safekeeping of all such books of account, records at its sole cost and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in partexpense, to take possession of such Books and Records. Seller may retain copies of any Person other than contracts, documents or records: (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesarchival purposes, (ii) which relate to appraisers, lenders properties or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course activities of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Seller, (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations which are required to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or be retained pursuant to any law Legal Requirement or regulation to, any regulatory agency or authority, (iii) are subject to the extent reasonably required in connection with the exercise of any remedy hereunderattorney-client privilege, or (iv) for financial reporting purposes, for Tax purposes or for legal defense or prosecution purposes, it being understood that any documentation so retained shall be retained subject to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (iiSection 8.9(b), it is agreed thatbelow.
(b) At all times following the Closing, so long as not legally prohibitedSeller shall not, directly or indirectly, disclose, divulge or make use of any trade secrets or other proprietary or confidential information of a business, financial, marketing, technical or other nature pertaining to the Business, the Manager will Company or any of their respective Assets or properties, except (xa) considerto Seller’s officers, directors, managers, agents, advisors, attorneys or other representatives who legitimately need to know such information and if advisable seek, at the Companywho agree to keep such information confidential and are made aware of Seller’s sole expense, an appropriate protective order or obligations of confidentiality agreementunder this Agreement, (yb) notify to the Board and the Executive Committee extent that such information shall have become public knowledge other than by breach of such disclosurethis Agreement by Seller, and (zc) in to the absence of an appropriate protective order or confidentiality agreement, disclose only extent that portion disclosure of such information that is responsive required by Legal Requirement or legal process (but only after Seller has provided Buyer with reasonable notice and an opportunity to such request or demandtake action against any legally required disclosure).
Appears in 1 contract
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Collateral Manager shall have full responsibility for provide the maintenance, care Issuer with sufficient information and safekeeping of all such reports to maintain the books of account, and records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Issuer.
(b) The Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Secured Debt, (iii) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting transactions on behalf of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Issuer, (iv) to governmental agencies as required by law, regulation, court order or officials the rules or regulations of any self-regulating organization, regulatory authority, body or official having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process to its professional advisers or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors such information as shall have been publicly disclosed other than in KKR Vehicles and their advisors violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager (a) may present summary data with respect to the extent performance of the Assets in conjunction with presentation of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate data with respect to the performance of one or more categories of Assets with similar data of such Persons reasonably request other funds and (b) may disclose such informationother information about the Issuer, subject to an undertaking the Assets and the Securities as is customarily disclosed by managers of confidentialitycollateralized loan obligations. For purposes of this Section 6, the Holders and beneficial owners of the Securities shall in no event be considered “non-disclosure affiliated third parties.”
(c) Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the Collateral Manager, the Issuer, the Trustee and non-use, or (vii) otherwise with the consent Holders and beneficial owners of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Securiites (and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order transactions contemplated by this Agreement and all materials of any court kind (including opinions or administrative agency, (iiother tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation to, any regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandstate laws.
Appears in 1 contract
Samples: Collateral Management Agreement (Blue Owl Capital Corp III)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunderunder this Agreement, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice. The Company acknowledges that all of its officers are also employees of the Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager may receive information in connection with due care, the Manager shall be in compliance with their various positions. Notwithstanding the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information information , oral or written, obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use Confidential Information the same except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, Agreement) to any Person other than unaffiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose Board of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, Directors; (ii) to legal counsel, accountants and other professional advisors retained in connection with Company business; (iii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i), (ii) and (iiiii) collectively, “Manager Permitted Disclosure Parties”), ; (iiiiv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings required of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR investors; (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (vvi) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii) otherwise with the written consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties and employees of the non-public Manager who will have access to confidential information of the Company of the confidential nature of such information. The Manager shall maintain a system of policies and procedures designed to ensure that the Confidential InformationManager’s employees treat the Company’s confidential information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information such information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation toregulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose such information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. The foregoing shall not apply to information which has previously become publicly available through the actions of a Person other than the Manager not resulting from the Manager’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or demandearlier termination of this Agreement for a period of one year.
Appears in 1 contract
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. .
(b) The Manager shall have full responsibility for treat the maintenanceConfidential Information as strictly confidential and, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect except to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others extent necessary in the ordinary course of performing its duties for the Company or otherwise approved by the Board of Directors, shall not directly or indirectly otherwise than in furtherance of the Company’s business ((i) and (ii) collectivelybusiness, “use any Confidential Information for any purpose or disclose in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Manager may disclose Confidential Information to its Affiliates, any Manager Permitted Disclosure Parties”, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), (iii) or in connection with any governmental or regulatory filings of the Company Company, Hxxx or its Affiliates (includingtheir respective Affiliates, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR Hxxx (subject to compliance with Regulation FD)) or any securities offerings or debt agreements of Hxxx, (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested or required by applicable law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party requirement (including SEC rules or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useregulations), or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Hxxx and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considershall as soon as reasonably practicable advise the Company of such order, and request or demand in order to enable the Company, if advisable seekit so chooses, at to apply for a protective order or similar relief. To the extent legally permitted, the Manager shall cooperate in all reasonable respects with the Company’s sole expense, an appropriate attempts to secure such protective order or confidentiality agreementother relief and, (y) notify if and to the Board and extent that the Executive Committee of Company secures the same, the Manager shall comply with such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreementother relief after notice thereof from the Company.
(c) The Company shall treat the Confidential Information as strictly confidential and, except to the extent necessary in the ordinary course of its business as contemplated by this Agreement or otherwise approved by the Manager, shall not directly or indirectly: (i) otherwise than in furtherance of the Company’s business, use any Confidential Information for any purpose; or (ii) disclose only in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Company may disclose Confidential Information to its Affiliates, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), or in the event and to the extent the Company becomes legally compelled to do so pursuant to applicable law, rule, regulation or court order; provided, that portion the Company shall as soon as reasonably practicable advise the Manager of such information legal compulsion in order to enable the Manager, if it so chooses, to apply for a protective order or similar relief. The Company shall cooperate in all reasonable respects with the Manager’s attempts to secure such protective order or other relief and, if and to the extent that is responsive to the Manager secures the same, the Company shall comply with such request protective order or demandother relief after notice thereof from the Manager.
(d) The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one (1) year.
Appears in 1 contract
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives a representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon advance written not less than three Business Days’ prior notice. The Collateral Manager shall have full responsibility for provide the maintenance, care Issuer with sufficient information and safekeeping of all such reports to maintain the books of account, and records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Issuer.
(b) [Reserved].
(c) The Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, any such information to any Person other than non-affiliated third parties except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or such information as any similar entity and others Rating Agency shall reasonably request in connection with its rating on the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Debt, (iii) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting transactions on behalf of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Issuer, (iv) to governmental agencies as required by law, regulation, court order or officials the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company or the Collateral Manager, (v) as requested by law, legal process to its professional advisers or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors such information as shall have been publicly disclosed other than in KKR Vehicles and their advisors violation of this Agreement. Notwithstanding the foregoing, the Collateral Manager may present summary data with respect to the extent performance of the Assets in conjunction with presentation of performance statistics of other funds managed or to be managed by the Collateral Manager or its Affiliates, and may aggregate data with respect to the performance of one or more categories of Assets with similar data of such Persons reasonably request such informationother funds. For purposes of this Section 6, subject to an undertaking the Holders and beneficial owners of confidentiality, the Debt shall in no event be considered “non-disclosure affiliated third parties.”
(d) Notwithstanding anything in this Agreement or the Indenture to the contrary, the Collateral Manager, the Issuer, the Trustee and non-use, or (vii) otherwise with the consent Holders and beneficial owners of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Debt (and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure (in each case, under applicable federal, state or local law) of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order transactions contemplated by this Agreement and all materials of any court kind (including opinions or administrative agency, (iiother tax analyses) upon the request or demand of, or pursuant that are provided to any law or regulation to, any regulatory agency or authority, (iii) them relating to such U.S. tax treatment and U.S. tax structure; provided that such U.S. tax treatment and U.S. tax structure shall be kept confidential to the extent reasonably required in connection necessary to comply with the exercise of any remedy hereunder, applicable U.S. federal or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demandstate laws.
Appears in 1 contract
Samples: Collateral Management Agreement (AG Twin Brook Capital Income Fund)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i1) to its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii2) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s and any Subsidiary’s business ((i1) and (ii2) collectively, “Manager Permitted Disclosure Parties”), (iii3) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) Subsidiary or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv4) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v5) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useparty, or (vii6) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the CompanyBoard of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nonpublic nature of the Confidential InformationInformation and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i1) upon the order of any court or administrative agency, (ii2) upon the request or demand of, or pursuant to any law or regulation toof, any regulatory agency or authority, (iii3) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv4) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i1) and (ii)2) of this sentence, it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company and the Operating Partnership with prompt written notice of such order, request or demand so that the Company and if advisable seek, at the Company’s sole expense, Operating Partnership may seek an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or demandto Persons who are not under a similar obligation of confidentiality to the Company and the Subsidiaries, or (C) is obtained by the Manager from a third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
(a) The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.
Appears in 1 contract
Samples: Management Agreement (Angel Oak Mortgage REIT, Inc.)
Records; Confidentiality. (a) The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the Initial Class A Noteholder and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon advance written not less than five Business Days prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively “Confidential Information Information”) and obtained in connection with the services rendered hereunder, and shall not use disclose any such Confidential Information to non-affiliated third parties (which shall in contravention no event be deemed to include holders of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than Notes) except (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesIssuer, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others such information as a rating agency shall reasonably request in the ordinary course connection with its rating of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”)Notes, (iii) in connection with as required by law, regulation, court order, regulator or the rules or regulations of any governmental stock exchange or regulatory filings of self-regulating organization, body or official having jurisdiction over the Company Issuer or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD)Collateral Manager, (iv) to governmental agencies or officials having jurisdiction over the Company or the Managerits professional advisers, (v) such information as requested by law, legal process shall have been publicly available or regulatory request to which disclosed other than in violation of this Agreement or the Manager or any Person to whom disclosure is permitted hereunder is a party or subjectIndenture, (vi) to existing such information that was or prospective investors in KKR Vehicles and their advisors to is obtained by the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, Collateral Manager on a non-disclosure and non-useconfidential basis, or (vii) otherwise such information that was or is obtained by the Collateral Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Collateral Manager to be bound by this Agreement or another confidentiality agreement with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, Issuer or (ivviii) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive related to the investment performance of the Collateral Manager.
(b) Notwithstanding the provisions of Section 10(a), the Collateral Manager and each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Issuer Documents, and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such request or demandU.S. federal income tax treatment and U.S. income tax structure.
Appears in 1 contract
Samples: Collateral Management Agreement (TPG RE Finance Trust, Inc.)
Records; Confidentiality. The Collateral Manager shall maintain or cause to be maintained appropriate books of account, account and records and files relating to its services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon advance written one Business Day prior notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Collateral Manager shall keep confidential any and all Confidential Information information obtained in connection with the services rendered hereunder and shall not use Confidential Information disclose any such information to non-affiliated third parties except (a) with the prior written consent of the Issuer, (b) such information as a Rating Agency shall reasonably request in contravention connection with its rating of its duties under this Agreement or disclose Confidential Information, in whole the Class A Notes or in partsupplying credit estimates on any Collateral Obligation included in the Assets, to any Person other than (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Issuer, (d) as required by (i) to officersapplicable law, directorsregulation, employeescourt order, agents, representatives, advisors of or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager or any of its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businessesAffiliates, (ii) to appraisersthe rules or regulations of any self-regulating organization, lenders body or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials official having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Collateral Manager or any Person to whom disclosure is permitted hereunder is a party of its Affiliates or subject(iii) the rules and regulations of any stock exchange on which the Class A Notes may be listed, (vie) to existing its professional advisors (including, without limitation, legal, tax and accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking provisions of confidentiality, the Indenture or shall have been obtained by the Collateral Manager on a non-disclosure and non-useconfidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (viih) otherwise with such information as is necessary or appropriate to disclose so that the consent of Collateral Manager may perform its duties hereunder, under the Company, including pursuant to a separate agreement entered into between the Manager and/or Indenture or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information other Transaction Document or (i) upon general performance information which may be used by the order of any court Collateral Manager, its Affiliates or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required their Related Persons in connection with their marketing activities. For purposes of this Section 6, the exercise of any remedy hereunderHolders, or (iv) to its legal counsel or independent auditors; providedthe Trustee, however that with respect to clauses (i) the Calculation Agent and (ii)the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that, so long that the Collateral Manager may disclose (a) that it is serving as not legally prohibited, collateral manager of the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreementIssuer, (yb) notify the Board nature, aggregate principal amount and overall performance of the Executive Committee Issuer’s assets, (c) the amount of such disclosureearnings on the Assets, and (zd) in each of its respective employees, representatives or other agents may disclose to any and all Persons, without limitation of any kind, the absence United States federal income tax treatment and United States federal income tax structure of an appropriate protective order or confidentiality agreementthe transactions contemplated by the Indenture, disclose only this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that portion of such information that is responsive are provided to them relating to such request or demandUnited States federal income tax treatment and United States income tax structure.
Appears in 1 contract
Samples: Collateral Management Agreement (TICC Capital Corp.)
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives an authorized representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon advance written reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained in connection with the services rendered hereunder and shall not disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of the Notes and/or the Collateral Manager, as applicable, and legally permitted to be disclosed by and to the Rating Agencies, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have full responsibility been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors and employees, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the maintenanceCollateral Manager to prepare, care publish and safekeeping distribute to any Person any information relating to the investment performance of all the Assets, (vii) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto, (viii) to the Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such books capacity. In addition, subject to compliance with the requirements of accountany law, records and files (it being understood that services may be provided rule or regulation applicable to the Collateral Manager, with respect to information that the Company by service providers Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (e.g.including, administratorswithout limitation, prime brokers information regarding ratings, yield, creditworthiness, financial condition and custodiansprospects of any issuer thereof) and in connection with the performance of its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to others so long as such service providers are monitored by other use does not, in its reasonable judgment, disadvantage the Manager with due care, Issuer. Notwithstanding anything to the Manager shall be contrary contained in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential all Persons may disclose to any and all Confidential Information Persons without limitation of any kind, the U.S. federal, state and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors local tax treatment of the Manager or its Affiliates who need Securities and the Co-Issuers, any fact that may be relevant to know such Confidential Information for understanding the purpose U.S. federal, state and local tax treatment of rendering services hereunder or in furtherance the Securities and the Issuers, and all materials of KKR’s asset management or capital markets businesses, any kind (ii) to appraisers, lenders including opinions or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((itax analyses) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive relating to such request or demandU.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Gramercy Capital Corp)
Records; Confidentiality. The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKRCIM’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR Company’s stockholders (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors partners, co-investors, and/or other interest-holders in KKR Vehicles CIM Funds and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-usenonuse, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.,
Appears in 1 contract
Samples: Management Agreement (Cim Real Estate Finance Trust, Inc.)
Records; Confidentiality. The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunderunder this Agreement, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Company acknowledges that all of its officers are also employees of the Manager shall have full responsibility for or of its owners (including Affiliates of the maintenance, care Advisor and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodiansSub-Advisors) and so long as such service providers are monitored by the Manager may receive information in connection with due care, the Manager shall be in compliance with the foregoing)their various positions. Until the first (1st) anniversary of the termination of this Agreement, the The Manager shall keep confidential any and all Confidential Information information (including any confidential and non-public information about the Advisor, the Sub-Advisors, the Consultant or their respective Affiliates) obtained in connection with the services rendered under this Agreement and shall not disclose any such information or use Confidential Information the same, except in contravention furtherance of its the Manager’s duties under this Agreement or disclose Confidential Information, in whole or in partAgreement, to any Person other than unaffiliated third parties except: (i) to officers, directors, employees, agents, representatives, advisors with the prior written consent of the Manager Board of Directors or its Affiliates who need with respect to know confidential and non-public information relating to the Advisor, a Sub-Advisor, the Consultant or their respective Affiliates, with the prior written consent of such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, party as appropriate; (ii) to the Advisor, any Sub-Advisor, the Consultant, legal counsel, accountants and other professional advisors retained in connection with Company business; (iii) to appraisers, lenders or other financing sources, co-originatorspartners, custodiansshareholders, administratorsemployees, brokersofficers, commercial counterparties or any similar entity directors and members of the Manager, the Company and their Affiliates and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), Subsidiaries’ business; (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, any Subsidiary; (v) in connection with any governmental or regulatory filings of the Company or any Subsidiary, or disclosure or presentations to Company investors; (vi) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party; (vii) with the written consent of the Company; or subject, (viviii) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking information is otherwise publicly available through the actions of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between Person other than the Manager and/or any KKR Vehicles and not resulting from the Company. The Manager agrees to inform each Manager’s violation of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditorsthis Section 6; provided, however that with respect to clauses (iiv), (v) and (iivi), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose such information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information. The provisions of this Section 6 shall survive the expiration or demandearlier termination of this Agreement for a period of one year.
Appears in 1 contract
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company or any Subsidiary, and their respective independent accounting firms and outside consultants, at any time during normal business hours upon reasonable advance written notice. Manager shall also provide the Company, its Subsidiaries and their representatives, independent accounting firms and outside consultants with reasonable access to appropriate personnel of the Manager, during normal business hours and upon reasonable advance written notice, so as to enable the accountants and consultants to conduct the Company’s annual audit and to review, design and test the Company’s internal controls over financial reporting. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). .
(b) Until the first second (1st2nd) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (ia) to officers, directors, employees, agents, representatives, advisors of the Manager Manager, Hxxx or its their respective Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s connection with Hxxx’x asset management or capital markets businesses, (iib) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business business, (c) to appraisers, lenders or other financing sources, custodians, administrators, brokers, advisors or any similar entity in connection with Hxxx’x debt securities or offerings ((ia), (b) and (iic) collectively, “Manager Permitted Disclosure Parties”), (iiid) in connection with any governmental or regulatory filings of the Company Company, Hxxx or its Affiliates (includingtheir respective Affiliates, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR Hxxx (subject to compliance with Regulation FD)) or any securities offerings or debt agreements of Hxxx, (ive) to governmental agencies or officials having jurisdiction over the Company or the Manager, (vf) as requested or required by applicable law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party requirement (including SEC rules or subjectregulations), (vig) to existing or prospective investors in KKR Vehicles Hxxx and their advisors to the extent such Persons persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (viih) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles Hxxx and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive responsive, in the Manager’s reasonable discretion, to such request or demand.
Appears in 1 contract
Records; Confidentiality. The Collateral Manager shall maintain appropriate books of account, account and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives an authorized representative of the Company Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon advance written reasonable prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Collateral Manager shall follow its customary procedures to keep confidential all information obtained in connection with the services rendered hereunder and shall not disclose any such information except (i) with the prior written consent of the Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of the Notes and/or the Collateral Manager, as applicable, and legally permitted to be disclosed by and to the Rating Agencies, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to time) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have full responsibility been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the maintenanceCollateral Manager to prepare, care publish and safekeeping distribute to any Person any information relating to the investment performance of all the Assets, (vii) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto, (viii) to the Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such books capacity. In addition, subject to compliance with the requirements of accountany law, records and files (it being understood that services may be provided rule or regulation applicable to the Collateral Manager, with respect to information that the Company by service providers Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (e.g.including, administratorswithout limitation, prime brokers information regarding ratings, yield, creditworthiness, financial condition and custodiansprospects of any Issuer thereof) and in connection with the performance of its services hereunder, nothing in this Section 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of their respective businesses, from using such information or disclosing such information to others so long as such service providers are monitored by other use does not, in its reasonable judgment, disadvantage the Manager with due care, Issuer. Notwithstanding anything to the Manager shall be contrary contained in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential all persons may disclose to any and all Confidential Information persons, without limitation of any kind, the U.S. Federal, state and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors local tax treatment of the Manager or its Affiliates who need Securities and the Co-Issuers, any fact that may be relevant to know such Confidential Information for understanding the purpose U.S. Federal, state and local tax treatment of rendering services hereunder or in furtherance the Securities and the Issuers, and all materials of KKR’s asset management or capital markets businesses, any kind (ii) to appraisers, lenders including opinions or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((itax analyses) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive relating to such request or demandU.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Gramercy Capital Corp)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company Entities at any time during normal business hours upon advance written noticehours. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information Information”) and shall not use Confidential Information except in contravention furtherance of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors, employees, agents, representatives, representatives or advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesseshereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company Entities or its Affiliates (includingfilings with the Nasdaq or other applicable Securities Exchange or market, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to Company investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the ManagerCompany, (v) as requested required by law, law or legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party party, or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company. Prior to providing such Confidential Information to any Manager Permitted Disclosure Party, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its such Manager Permitted Disclosure Parties Party of the non-public nature of the Confidential Information. Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof.
(b) Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considerprovide the Company with prompt written notice of such order, and if advisable request or demand so that the Company may seek, at the Company’s its sole expense, an appropriate protective order or confidentiality agreementand/or waive the Manager’s compliance with the provisions of this Agreement. If, (y) notify failing the Board and the Executive Committee entry of such disclosure, and (z) in the absence of an appropriate a protective order or confidentiality agreementthe receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is responsive legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such request information.
(c) Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions of this Section 5: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or demandto persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third party where such disclosure, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.
(d) The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year; provided that the parties will maintain trade secrets of the other party identified in writing as trade secrets, and which in fact constitute trade secrets, for a period of no longer than five (5) years thereafter.
Appears in 1 contract
Samples: Management Agreement (RiverBanc Multifamily Investors, Inc.)
Records; Confidentiality. (a) The Manager shall maintain appropriate books of account, accounts and records and files relating to services performed hereunder, and such books of account, account and records and files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. .
(b) The Manager shall have full responsibility for treat the maintenanceConfidential Information as strictly confidential and, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect except to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others extent necessary in the ordinary course of performing its duties for the Company or otherwise approved by the Board of Directors, shall not directly or indirectly otherwise than in furtherance of the Company’s business ((i) and (ii) collectivelybusiness, “use any Confidential Information for any purpose or disclose in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Manager may disclose Confidential Information to its Affiliates, any Manager Permitted Disclosure Parties”, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), (iii) or in connection with any governmental or regulatory filings of the Company Company, ORIX or its Affiliates (includingtheir respective Affiliates, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR ORIX (subject to compliance with Regulation FD)) or any securities offerings or debt agreements of ORIX, (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested or required by applicable law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party requirement (including SEC rules or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-useregulations), or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles ORIX and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however however, that with respect to clauses (i(i) and (ii(ii), it is agreed that, so long as not legally prohibited, the Manager will (x) considershall as soon as reasonably practicable advise the Company of such order, and request or demand in order to enable the Company, if advisable seekit so chooses, at to apply for a protective order or similar relief. To the extent legally permitted, the Manager shall cooperate in all reasonable respects with the Company’s sole expense, an appropriate attempts to secure such protective order or confidentiality agreementother relief and, (y) notify if and to the Board and extent that the Executive Committee of Company secures the same, the Manager shall comply with such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreementother relief after notice thereof from the Company.
(c) The Company shall treat the Confidential Information as strictly confidential and, except to the extent necessary in the ordinary course of its business as contemplated by this Agreement or otherwise approved by the Manager, shall not directly or indirectly: (i) otherwise than in furtherance of the Company’s business, use any Confidential Information for any purpose; or (ii) disclose only in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Company may disclose Confidential Information to its Affiliates, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), or in the event and to the extent the Company becomes legally compelled to do so pursuant to applicable law, rule, regulation or court order; provided, that portion the Company shall as soon as reasonably practicable advise the Manager of such information legal compulsion in order to enable the Manager, if it so chooses, to apply for a protective order or similar relief. The Company shall cooperate in all reasonable respects with the Manager’s attempts to secure such protective order or other relief and, if and to the extent that is responsive to the Manager secures the same, the Company shall comply with such request protective order or demandother relief after notice thereof from the Manager.
(d) The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one (1) year.
Appears in 1 contract
Samples: Management Agreement (Hunt Companies Finance Trust, Inc.)