Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 4 contracts
Samples: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, Approved Funds, and to its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Requirement of Laws or regulations or by any subpoena or similar legal process, provided that the Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement; or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower, (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender) or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes Loan Parties and which source is not known by such Agent or Lender to be subject to a confidentiality restriction in respect thereof in favor of this Section, “Information” means all information received from any of the Borrowers Credit Parties or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Affiliate of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCredit Parties.
Appears in 4 contracts
Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the The Lenders and the L/C-BA Issuer agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed to (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory self‑regulatory authority, such as FINRA or the National Association of Insurance Commissioners)) or any exchange, (c) to the extent required by the applicable laws or regulations Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of in this SectionSection 13.17, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers or any Guarantor and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligation, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section 13.17 or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their its respective Affiliates Representatives on a nonconfidential basis from a source other than the BorrowersBorrowers or any other Obligor. For purposes of this SectionSection 13.17, “Information” means all information received from the Borrowers or any Restricted Subsidiary an Obligor relating to the Borrowers such Obligor or any its Subsidiary or any of their respective businesses, other than except that the term “Information” shall not include, and the Lenders shall not be subject to any such confidentiality obligation with respect to any information that (A) is or becomes available to the Administrative Agent, any Lender or the L/C-BA Issuer any of its Representatives on a nonconfidential basis prior to disclosure by the Borrowers an Obligor or its Subsidiary, (B) becomes available to a Lender or any Subsidiary, provided of its Representatives after disclosure by an Obligor or its Subsidiary from a source that, in to the case knowledge of information received from the Borrowers such Lender, is not subject to a confidentiality obligation to such Obligor or Subsidiary (C) is or becomes publicly available other than as a result of a breach by such Lender, or (D) is developed by a Lender or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialits Representatives. Any Person required to maintain the confidentiality of Information as provided in this Section 13.17 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each In the case of the Administrative Agentany Lender that has elected to receive material non‑public information pursuant to Section 8.02, the Lenders and the L/C-BA Issuer such Lender acknowledges that (ax) the Information may include material non-public non‑public information concerning the Borrowers an Obligor or a its Subsidiary, as the case may be, (by) it has developed compliance procedures regarding the use of material non-public non‑public information and (cz) it will handle such material non-public non‑public information in accordance with applicable Law, including United States Federal federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 4 contracts
Samples: Credit Agreement and Guaranty (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC), Credit Agreement (Trinity Biotech PLC)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential on the same terms as provided herein), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this SectionLoan Parties; provided, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesseshowever, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required disclosure pursuant to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and clause (c) it will handle above, the applicable Credit Party which is required to disclose confidential Information agrees to give the Lead Borrower, to the extent practicable and not otherwise prohibited by any such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is notregulation, and subpoena, order or decree of a court or similar legal process, prior notice of such disclosure (provided, however, no Credit Party shall not be deemed incur any liability to constituteany Loan Party or other Person for failing to provide the Lead Borrower with any such prior notice); provided, an express or implied agreement by further, however, that the Administrative Agent or the Singapore Agent or any Singapore Term Loan and such Lender with any Loan Party for a higher degree of confidentiality than shall disclose only that prescribed in Section 47 portion of the Banking Actconfidential Information as is required to be disclosed, Chapter 19 in its sole judgment, pursuant to any such Law, regulation, subpoena, order or decree of Singapore a court or similar legal process. Any such required disclosure shall not, in and in of itself, change the Third Schedule to status of the Banking Act, Chapter 19 disclosed information as Information under the terms of Singaporethis Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Coldwater Creek Inc), Term Loan Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives with a need to know (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 3 contracts
Samples: Credit Agreement (Aar Corp), Credit Agreement (Aar Corp), Credit Agreement (Aar Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Law or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an a written agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (other than, unless the Borrower’s prior consent is obtained, a Competitor), or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or Agent and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Lenders in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Darden Restaurants Inc), Revolving Credit Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, numbering, administration and settlement service providers and other representatives who have a need to know such Information in connection with the transactions contemplated by the Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee or pledgee of or Participant in, or any prospective assignee or pledgee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be become a Lender pursuant to Section 2.14(c2.01(f), 2.17, 2.18 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the prior written consent of the Borrowing Agent or Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any of the Administrative AgentAgents, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For Parent or any of its Subsidiaries (which source is not known by the recipient to be in breach of confidentiality obligations with the Parent or any Subsidiary) (i) for purposes of this Section, “Information” means all information received from the Borrowers establishing a due diligence defense or (j) to any Restricted Subsidiary credit insurance provider relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with Company and its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeobligations.
Appears in 3 contracts
Samples: Incremental Joinder (SS&C Technologies Holdings Inc), Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from Borrower or (i) on a confidential basis to any rating agency in connection with rating the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender its Subsidiaries or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiarycredit facilities provided hereunder. In addition, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and information about this Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, Chapter 19 of Singaporethe other Loan Documents, and the Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Document, or any action or proceeding relating to this Agreement or any other Loan Document Document, or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, its obligations; (g) with the consent of the Borrowing Agent or each Borrower; (h) to the extent such Information (xi) becomes publicly available available, other than as a result of a breach of this Section 11.07, or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers any Borrower; (i) to rating agencies if requested or any Restricted Subsidiary required by such agency in connection with a rating relating to the Borrowers Loans hereunder; and (j) on a confidential basis to the CUSIP Service Bureau or any Subsidiary or any similar agency in connection with the issuance and monitoring of their respective businessesCUSIP numbers with respect to this Agreement. In addition, other than any such the Administrative Agent and the Lenders may disclose the existence of this Agreement and information that is available about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, any Lender or Agent and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Lenders in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeRevolving Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co), Credit Agreement
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, ; provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereofClosing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 3 contracts
Samples: Credit Agreement (FXCM Inc.), Credit Agreement (FXCM Inc.), Credit Agreement (FXCM Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.14(b) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Company, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionCompany and (i) to (x) any bank or financial institution and (y) S&P, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businessesXxxxx’x, Fitch and/or other than any such information that is available to ratings agency, as the Administrative Agent, any such Lender or the L/C-BA C Issuer on a nonconfidential basis prior reasonably deems necessary or appropriate in connection with such Person’s obtaining financing; provided, however, that such financial institution has agreed to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, keep such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided confidential in this Section accordance with its customary practices, and such ratings agency shall be considered to have complied with its obligation to do so if such Person has exercised the same degree informed of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 3 contracts
Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.13 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Loan Parties and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliaterespective obligations, (g) with the consent of the Borrowing Borrower, (h) to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeBorrower.
Appears in 3 contracts
Samples: Credit Agreement (Clearway Energy, Inc.), Credit Agreement (NRG Yield, Inc.), Credit Agreement (NRG Yield, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, trustees, advisors and representatives on a “need to know” basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (in which case such Lender Party agrees to use commercially reasonable efforts (to the extent permitted by law and practical to do so) to notify the Borrower Agent promptly thereof), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an a written agreement containing provisions substantially the same as those of this Section, to (i) any assignee of of, Participant in or Participant inSPV, or any prospective assignee of of, Participant in or Participant inSPV, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateobligations, (g) with the consent of the Borrowing Agent or Borrower Agent, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender Parties or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes Loan Parties other than as a result of this Sectiona breach of any duty of confidentiality, “Information” means all information received from the Borrowers (i) to rating agencies if requested or any Restricted Subsidiary required by such agencies in connection with a rating or credit estimate relating to the Borrowers Loans or any Subsidiary Commitments hereunder or any (j) to a Person that is (i) an investor or prospective investor in a Securitization that agrees that its access to information regarding the Borrower and the Loans and Commitments is solely for purposes of their respective businesses, other than any evaluating an investment in such Securitization and who agrees to treat such information that is available to as confidential or (ii) a trustee, collateral agent, collateral manager, servicer, noteholder, equityholder or secured party in a Securitization in connection with the Administrative Agentadministration, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiaryservicing and evaluation of, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agentand reporting on, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, assets serving as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle collateral for such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeSecuritization.
Appears in 3 contracts
Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal processprocess (provided, that in the event of any such disclosure under this clause (c), the Administrative Agent, such Lender or the Issuing Bank, as the case may be, agrees to use commercially reasonable efforts to inform the Borrower of such disclosure to the extent not prohibited by Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, Borrower (other than any such information that is available to through a Person whom the Administrative Agent, any such Lender or the L/C-BA Issuer on a nonconfidential basis prior Issuing Bank actually knows to disclosure by be acting in violation of his or its obligations to the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParty).
Appears in 3 contracts
Samples: Ratification and Amendment Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/CC Issuers agrees on its own behalf and on behalf of its Affiliates to keep confidential all non-BA Issuer agrees to maintain the confidentiality of the public Information (as defined below)) provided to it by the Company or any of its Subsidiaries pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent, except that any Lender or any L/C Issuer from disclosing any such Information may be disclosed (a) to its Affiliates and to its Related Parties (so long as each such Person has been informed of the confidential nature of such Information and instructed to keep such Information confidential) solely for the purposes of, or otherwise in connection with, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its Affiliates’ respective partnersrights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (ii) any actual or prospective direct or indirect counterparty to any Swap Contract (or any professional advisor to such counterparty), (c) to its employees, directors, officers, employees, agents, trusteesattorneys, accountants and other professional advisors and representatives or those of any of its Affiliates, or of any Affiliate of any Lender or L/C Issuer, in each case who have a need to know such Information in accordance with customary business practices (it being understood that the Persons person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bd) to upon the extent requested by request or demand of any governmental or regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ce) in response to the extent required any order of any court or other governmental or regulatory authority (including by applicable laws or regulations or by any subpoena or similar legal process) or as may otherwise be required pursuant to any requirement of Law, (df) if required to do so in connection with any other party heretolitigation or similar proceeding, (eg) that has been publicly disclosed, other than as a result of a disclosure by the Administrative Agent, any Lender or any L/C Issuer or any of their respective employees, directors, agents, attorneys, accountants and other professional advisors or those of any of their respective affiliates, in violation of this paragraph, (h) upon the request of any rating agency when required by it, (i) upon the request of the CUSIP Service Bureau or any similar organization, (j) in connection with the exercise of any remedies remedy hereunder or under any of the Loan Documents or any action or proceeding (including the preparation of any defense) relating to this Agreement, any other Loan Document or any action transaction or proceeding relating to this Agreement or any other Loan Document matter related thereto, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisorsk) to any swap or derivative transaction relating to the Borrowers and their obligations other party hereto or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (gl) with the consent of the Borrowing Agent Company. The Administrative Agent, any Lender or any L/C Issuer shall, prior to any disclosure under clause (d), (e), (f), (h) or (i) above to the extent such Information (x) becomes publicly available any governmental or regulatory authority that does not have supervisory, regulatory or other than as a result of a breach of this Section similar authority with respect to the Administrative Agent, such Lender or such L/C Issuer and that is seeking such disclosure solely in connection with an investigation, litigation or other proceeding that does not otherwise involve the Administrative Agent, such Lender or such L/C Issuer or (y) becomes any other person that is not a governmental or regulatory authority, notify the Company of any request for the disclosure of any such non-public Information so as to provide the Company with the reasonable opportunity to obtain a protective order or other comparable relief; provided that no such notification will be required if the Administrative Agent, such Lender or such L/C Issuer (or their respective counsel) reasonably determines that such notification would be prohibited by applicable Law or court order. None of the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative Agent, each Lender and each L/C Issuer are permitted to access, use and share with any of their respective bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives any Information concerning the Company or any of its Affiliates that is or may come into the possession of the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, Affiliates; provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereofeach case, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied used solely in connection with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agentthis Agreement, the Lenders other Loan Documents and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information transactions contemplated hereby and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporethereby.
Appears in 3 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (in which case such Person agrees to notify the Borrower prior to such disclosure to the extent practicable and permitted to do so pursuant to applicable Law), (d) to any other party heretohereto who was a party on the date of such disclosure, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating Borrower and not known to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the be subject to confidentiality of such Information as such Person would accord to its own confidential information. Each obligations in favor of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer agrees parties hereto agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential on the same terms as provided herein), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) by each of the Credit Parties subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or AffiliateAgreement, (g) by each of the Credit Parties with the consent of the Borrowing Lead Borrower, (h) by the Loan Parties with the prior written consent of the Administrative Agent (except in the case of disclosure to any bank, finance company or other lender) or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this SectionLoan Parties; provided, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesseshowever, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required disclosure pursuant to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and clause (c) it will handle above, the applicable party which is required to disclose confidential Information agrees to give the other party, to the extent practicable and not otherwise prohibited by any such material non-public information in accordance with applicable Law, including United States Federal and state securities Lawsregulation, subpoena, order or decree of a court or similar legal process, prior notice of such disclosure (provided, however, no disclosing party shall incur any liability to any other party or other Person for failing to provide such other party or Person with any such prior notice); provided, further, however, that the disclosing party shall disclose only that portion of the confidential Information as is required to be disclosed, in its sole judgment, pursuant to any such Law, regulation, subpoena, order or decree of a court or similar legal process. This Section 10.07 is Any such required disclosure shall not, in and shall not be deemed to constituteof itself, an express or implied agreement by change the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 status of the Banking Act, Chapter 19 disclosed information as Information under the terms of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporethis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Iparty Corp), Credit Agreement (Iparty Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Credit Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or swap, derivative transaction relating to the Borrowers and their obligations obligations, (g) subject to each such Person being informed of the confidential nature of the Information and to their agreement to keep such Information confidential, to (i) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (ii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose nationally recognized rating agency that requires access to information regarding the Information is reasonably necessary for such vendor to perform Credit Parties, the services or procedures for which such vendor has been engaged Loans and Credit Documents in connection with ratings issued in respect of securities issued by such Lender or Affiliatean Approved Fund, (gh) with the consent of the Borrowing Agent Parent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative any Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParent Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives actively involved in the origination, syndication, closing, administration or enforcement of the Loans, (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal processprocess so long as Administrative Agent, LC Issuer and any Lender, as the case may be, requests confidential treatment of such Information to the extent permitted by Law (provided that the requesting Administrative Agent, L/C Issuer or Lender shall not be responsible for the failure by any such party to keep the Information confidential), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c2.14(e), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatehereunder, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower provided that the Borrowerssource of such information was not at the time known to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such Information. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary Company relating to the Borrowers or any Subsidiary Company or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any SubsidiaryCompany, provided that, that in the case of information received from the Borrowers or any Subsidiary Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (STAG Industrial, Inc.), Credit Agreement (STAG Industrial, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Borrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Swingline Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating of its Affiliates, which source is not to the Borrowers or knowledge of the Administrative Agent, any Subsidiary Lender, the Swingline Lender, the L/C Issuer or any of their respective businesses, other than Affiliates in breach of any such information that is available confidentiality obligations owing to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiaryof its Affiliates with respect to such Information, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (aj) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeextent needed to obtain a Committee on Uniform Securities Identification Procedures (CUSIP) number.
Appears in 2 contracts
Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.15(c) or (ii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Borrowers be made by reference to a Borrower and their obligations its obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCompany.
Appears in 2 contracts
Samples: Credit Agreement (Mastec Inc), Credit Agreement (Mastec Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (provided, that in the event of any such disclosure under this clause (c), the Administrative Agent, such Lender or the L/C Issuer, as the case may be, agrees to use commercially reasonable efforts to inform the Borrower of such disclosure to the extent not prohibited by Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, Borrower (other than any such information that is available to through a Person whom the Administrative Agent, any such Lender or the L/C-BA C Issuer on a nonconfidential basis prior actually knows to disclosure by be acting in violation of his or its obligations to the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParty).
Appears in 2 contracts
Samples: Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the each L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partnersRelated Parties (collectively, directors, officers, employees, agents, trustees, advisors and representatives “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (ix) any assignee of or Participant inin (or their Representatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), or any prospective assignee of or Participant inin (or their Representatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (iiy) any actual or prospective counterparty (or its advisorsRepresentatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) to any swap or derivative transaction relating to the Borrowers Parent or any Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliaterespective obligations, (gh) with the consent of the Borrowing Agent or Lead Borrower, (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower or (j) on a confidential basis to the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers CUSIP Service Bureau or any Restricted Subsidiary relating similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Borrowers or any Subsidiary or any of their respective businessescredit facilities provided herein. In addition, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and information about this Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, Chapter 19 of Singaporethe other Loan Documents, and the Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.15 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers REIT or any Restricted Subsidiary relating to the Borrowers REIT or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers REIT or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialthereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers REIT or a SubsidiarySubsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (American Assets Trust, Inc.), Credit Agreement (American Assets Trust, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement or defense of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with rating Borrower or its Subsidiaries or the Loan or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Borrowers and their obligations or Loan; (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (gh) with the consent of the Borrowing Agent Borrower; or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section Section, or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes Borrower who did not acquire such information as a result of a breach of this Section. In addition, “Information” means all the Administrative Agent and the Lenders may disclose the existence of this Agreement and information received from the Borrowers or any Restricted Subsidiary relating about this Agreement to market data collectors, similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or any Lender in connection with the Singapore Agent or any Singapore Term administration of this Agreement, the other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of Documents, and the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 2 contracts
Samples: Credit Agreement (Landsea Homes Corp), Credit Agreement (Landsea Homes Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (C&J Energy Services, Inc.), Credit Agreement (Basic Energy Services Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement with the Loan Parties containing provisions substantially the same as those of this SectionSection 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their respective obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionSection 10.12, “Information” means all information received from the Borrowers Loan Parties or any Restricted Subsidiary of their respective Subsidiaries or Affiliates relating to the Borrowers Loan Parties or any Subsidiary of their respective Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Issuing Bank on a nonconfidential basis prior to disclosure by the Borrowers Loan Parties or any Subsidiary, provided that, in the case of information received from the Borrowers their respective Subsidiaries or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialAffiliates. Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of In addition, the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) Issuing Bank may disclose the Information may include material non-public existence of this Agreement and information concerning about this Agreement to market data collectors, similar service providers to the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is notlending industry, and shall not be deemed service providers to constitute, an express or implied agreement by the Administrative Agent or Agent, the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed Lenders and the Issuing Bank, in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule each case only to the Banking Actextent required for the administration and management of this Agreement, Chapter 19 the other Loan Documents, the Commitments, and the extensions of Singaporecredit hereunder.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Credit Agreement, (ii) any pledgee referred to in Section 10.06(f), or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the written consent of the Borrowing Agent Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the BorrowersCompany or any other Loan Party. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers Loan Party or any Subsidiary thereof relating to any Loan Party or any of Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential non-confidential basis prior to disclosure by the Borrowers any Loan Party or any SubsidiarySubsidiary thereof, provided that, in the case of information received from the Borrowers a Loan Party or any such Subsidiary after the date hereofClosing Date, such information is clearly not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Co), Credit Agreement (Madison Square Garden, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance CommissionersNAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the Person who is required to make such disclosure pursuant to a subpoena or similar legal process shall, to the extent reasonably practical, provide notice thereof to the Loan Parties and an opportunity to challenge such subpoena or legal process, as applicable; provided, further, that such Person shall not be liable for failure to provide such notice, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionParent and its Subsidiaries, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to unless the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, their respective Affiliates obtains such information with knowledge that the source is clearly identified at violating a confidentiality agreement with the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with Parent and its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeSubsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agents and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, employees and agents, trusteesincluding accountants, legal counsel and other advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed agree to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory self‑regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal processprocess (the Agents and/or the Lenders agreeing to furnish the Borrower with notice of such process and an opportunity to contest such disclosure as long as furnishing such notice and opportunity would not result in the Agents’ and/or the Lenders’ violation of Applicable Law), (d) to any other party heretoto this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document (and, in the case of the Term B-4 Loans, the IntermediateCo Unsecured Guarantee) or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) and any actual or prospective counterparty (or its advisors) advisors to any swap or derivative transaction transactions relating to the Borrowers Loan Parties and the Obligations so long as such Person or any of their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to Affiliates does not compete in the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateretail toy and/or infant products industry, (g) with the consent of the Borrowing Agent Loan Parties or (h) to the extent such Information (xI) becomes publicly available other than as a result of a breach of this Section Section, or to the knowledge of such Agent or Lender, the breach of any other Person’s obligation to keep the information confidential or (yII) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Agent or any of their respective Affiliates Lender on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParties.
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the each L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority Governmental Authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Credit Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Parent Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 by the disclosing Person or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information a Credit Party that is available to the Administrative Agent, any such Lender or the any such L/C-BA C Issuer reasonably believes is not bound by a duty of confidentiality to the Credit Parties, (i) on a nonconfidential confidential basis prior to disclosure by (i) any rating agency in connection with rating the Borrowers Parent Borrower, the REIT Guarantor or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any Subsidiary, similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided that, in hereunder or (j) as reasonably required by any Lender or other Person that would qualify as an Eligible Assignee hereunder (without giving effect to the case consent required under Section 10.06(b)(iii)) providing financing to such Lender (provided such Lenders or such other Persons are advised of information received from the Borrowers or any Subsidiary after the date hereof, confidential nature of such information is clearly identified at the time of delivery as and agree to keep such information confidential). Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentIn addition, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and customary information about this Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, Chapter 19 of Singaporethe other Loan Documents, and the Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates Subsidiaries (in connection with this Agreement or otherwise) by any Bank or by one or more subsidiaries or affiliates of such Bank and each Borrower hereby authorizes each Bank to its share any information delivered to such Bank by such Borrower and its Affiliates’ respective partnersSubsidiaries pursuant to this Agreement, or in connection with the decision of such Bank to enter into this Agreement, with any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Bank hereunder. Such authorization shall survive the repayment of the Loans and the termination of the Commitments.
(b) Each Bank and the Administrative Agent agrees (on behalf of itself and each of its affiliates, directors, officers, employeesemployees and representatives) to use reasonable precautions to keep confidential, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed in accordance with their customary procedures for handling confidential information of the confidential same nature of such Information and instructed in accordance with safe and sound banking practices, any non-public information supplied to keep such Information confidential), (b) to the extent requested it by any regulatory authority purporting Borrower pursuant to have jurisdiction over it this Agreement; provided that nothing herein shall limit the disclosure of any such information (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ci) to the extent required by applicable laws statute, rule, regulation or regulations or by any subpoena or similar legal judicial process, or after such information shall have become public (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those than through a violation of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c11.12), (ii) to counsel for any actual of the Banks or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or Administrative Agent, (iii) any third party vendor engaged by a Lender to bank examiners, auditors or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateaccountants, (giv) with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer other Bank or any of their respective Affiliates the Joint Lead Arrangers listed on a nonconfidential basis from a source other than the Borrowers. For purposes of this Sectioncover page hereof, “Information” means all information received from the Borrowers or (v) in connection with any Restricted Subsidiary litigation relating to any Borrower or this Agreement to which any one or more of the Borrowers Banks or the Administrative Agent is a party, (vi) to a subsidiary or affiliate of such Bank as provided in clause (a) above or (vii) to any Subsidiary assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to the respective Bank a Confidentiality Agreement substantially in the form of Exhibit F hereto; provided, further, that (x) unless specifically prohibited by applicable law or court order, each Bank and the Administrative Agent agree, prior to disclosure thereof, to notify the Company of any request for disclosure of their respective businesses, any such non-public information (A) by any governmental agency or representative thereof (other than any such information that is available to request in connection with an examination of the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality financial condition of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Bank or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent by such governmental agency) or (B) pursuant to legal process and (y) that in no event shall any Bank or the Singapore Administrative Agent or be obligated to return any Singapore Term Loan Lender with materials furnished by any Loan Party for Borrower. The obligations of any assignee that has executed a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and Confidentiality Agreement in the Third Schedule form of Exhibit F hereto shall be superseded by this Section 11.12 upon the date upon which such assignee becomes a Bank hereunder pursuant to the Banking Act, Chapter 19 of SingaporeSection 11.06 hereof.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (American General Finance Corp), 364 Day Credit Agreement (American General Finance Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Capella Education Co), Credit Agreement (Granite Construction Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, Approved Funds, and to its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process; provided that any Person that discloses any Information pursuant to this clause (c) shall notify the Lead Borrower in advance of such disclosure (if permitted by Law) or shall provide the Lead Borrower with prompt written notice of such disclosure, (d) to any other party heretohereto or any party to the Revolver Credit Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Lead Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the BorrowersLoan Parties not known by such source to be in breach of any duty of confidentiality with respect to such Information. For purposes of this Section, “Information” means all information received from the Borrowers Loan Parties or any Restricted Subsidiary thereof relating to the Borrowers Loan Parties or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Credit Party on a nonconfidential non-confidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers Loan Parties or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialthereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Borrowers Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersCompany. For purposes of this SectionSection 10.07, “Information” means all information received from the Borrowers Company or any Restricted Subsidiary relating to the Borrowers Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Company or any Subsidiary, provided that, in the case of information received from the Borrowers Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who have a need to know to enable the disclosing party to adequately perform its responsibilities to the Borrower and who are bound by confidentiality obligations at least as restrictive as those contained herein (it being understood that the Administrative Agent, the Lender or the L/C Issuer, as the case may, shall inform the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed instruct such Persons to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it in connection with examinations or similar oversight activities by such entities (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (ed) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, provided that any such disclosure shall be in camera, (fe) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (gf) with the consent of the Borrowing Agent Borrower or (hg) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or other wrongful act of a recipient or (y) is or becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes Borrower and not known to have been obtained or derived in contravention of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any confidentiality obligation in favor of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges may also disclose Information to the extent required or requested by law, government regulation, subpoena, order or request issued by a court of competent jurisdiction or by a judicial, administrative, legislative or regulatory body or committee, deposition or similar process, provided that (a) such party will, except as prohibited by law, use reasonable efforts to give prior notice of the proposed disclosure to Borrower. Borrower will be entitled to take those actions, it deems necessary or appropriate, including seeking a protective order, and such disclosing party shall cooperate with Borrower, at Borrower’s expense, in connection with those actions. In the event that such protective order or other remedy is not obtained, or that Borrower does not waive compliance with the provisions hereof, such disclosing party agrees to furnish only that portion of the Information that is required as a matter of law or otherwise deemed advisable by counsel and to cooperate, at Borrower’s expense, with Borrower in its efforts to obtain written assurance that confidential treatment will be accorded such information. Further, notwithstanding anything herein to the contrary, Borrower and its Subsidiaries may include material non-public information concerning disclose to any and all persons, without limitation of any kind, the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use tax treatment and tax structure of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement any transaction entered into by the Administrative Agent parties and all materials of any kind (including opinions or the Singapore Agent other tax analyses) relating to such tax treatment or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporetax structure.
Appears in 2 contracts
Samples: Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the other Agents, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, independent auditors, legal counsel and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal or administrative process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c2.18(c), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any of the Borrowers and or their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatehereunder, (g) with the consent of the Borrowing Agent Parent Borrower, (h) for purposes of establishing a “due diligence” defense or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any other Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates (and the successors and assigns of the foregoing) on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionParent Borrower or (z) is independently developed by the Administrative Agent, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or other Agent, any Subsidiary Lender, any L/C Issuer or any of their respective businesses, other than any such information that is available to Affiliates (and the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each successors and assigns of the Administrative Agentforegoing). In addition, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and information about this Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, Chapter 19 of Singaporethe other Loan Documents, and the Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Parker Drilling Co /De/)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that (i) the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep treat such Information confidentialwith the same degree of care as they treat their own confidential information and (ii) such Information shall be used solely for the purpose of providing the services contemplated by this Agreement or other services to the Borrower or its Subsidiaries), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the any L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is notIn addition, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking ActLenders may disclose to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Act, Chapter 19 lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of Singaporethis Agreement and the other Loan Documents the existence of this Agreement and anonymized or public information about this Agreement consisting of deal terms and other information customarily provided to such market data collectors and service providers.
Appears in 2 contracts
Samples: Revolving Credit Agreement (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.15(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Borrowers be made by reference to a Borrower and their obligations its obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersCompany. For purposes In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or Agent and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Lenders in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 2 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential in accordance with this Section 10.07 and the Administrative Agent, each Lender and the L/C Issuer shall be responsible for any breach hereof by any such Person), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess in which case such Person agrees to inform the Borrower prior to such disclosure if permitted by applicable Law, (d) to any other party heretohereto who is bound by this Section 10.07, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited (it being understood that such Persons agree to use the Information solely to evaluate its investment hereunder and agrees to be a Lender pursuant to bound by this Section 2.14(c), 10.07) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access it being understood that such Persons agree to use the Information is reasonably necessary for such vendor solely to perform the services or procedures for which such vendor has been engaged evaluate its investment and agrees to be bound by such Lender or Affiliatethis Section 10.07), (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information Borrower that is available not known to the Administrative Agent, any Lender be subject to a confidentiality or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporesimilar agreement.
Appears in 2 contracts
Samples: Credit Agreement (Sheridan Group Inc), Credit Agreement (Sheridan Group Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Agent and the L/C-BA Issuer each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.12, to (i) any assignee of or Participant in, or any prospective Lender, or prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Loan Party and their its obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrower or the applicable Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersLoan Parties. For purposes of this Section, “Information” means shall mean all information received from the Borrowers a Loan Party or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers Loan Parties or any Subsidiary of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Loan Party or any Subsidiaryof their Subsidiaries, provided that, in the case of information received from the Borrowers any Loan Party or any Subsidiary of their Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer agrees C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed, subject to the provisions set forth in this Section 11.07, (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority Governmental Authority, purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Acceding Lender pursuant to under Section 2.14(c), 2.15(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their obligations its obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or 11.07, (y) becomes available to the Administrative either Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 11.07. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For purposes of this SectionSection 11.07, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers or Borrower, any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative either Agent, any Lender or the any L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereofClosing Date, such information is clearly identified at the time of delivery as confidential (other than Information provided under Sections 6.04, 6.13, 6.14, 6.15, 6.18 or 7.14 (i.e., such Information provided under such sections does not need to be labeled confidential to be treated as confidential)). Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer acknowledges C Issuers acknowledge that (a) the Information may include material non-public information concerning the Borrowers Borrower or a any Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal States, Federal, Canadian Federal, state, provincial and state territorial securities Lawslaws. This Section 10.07 is notNotwithstanding the foregoing, and shall not be deemed to constituteunless specifically prohibited by applicable Law or court order, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 each of the Banking ActAgents, Chapter 19 the Lenders, the L/C Issuers and each of Singapore and their respective Affiliates shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Agent, such Lender, such L/C Issuer or such Affiliate by such Governmental Authority) or pursuant to legal process. The provisions of this Section 11.07 do not apply to any proceedings between the Third Schedule parties to the Banking Act, Chapter 19 of Singaporethis Agreement.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each Credit Party’s Affiliates, Approved Funds, each Credit Party’s and to its their respective Affiliates’ and its AffiliatesApproved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower, (h) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by a GSO Entity, or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationLoan Parties. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Borrowers Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Sequential Brands Group, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Credit Agreement, (ii) any pledgee referred to in Section 10.06(f), or (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the written consent of the Borrowing Agent Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the BorrowersCompany or any other Loan Party. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers Loan Party or any Subsidiary thereof relating to any Loan Party or any of Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential non-confidential basis prior to disclosure by the Borrowers any Loan Party or any SubsidiarySubsidiary thereof, provided that, in the case of information received from the Borrowers a Loan Party or any such Subsidiary after the date hereofEffective Date, such information is clearly not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Banks and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, consultants, trustees, advisors and representatives in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee Assignee of or Participant in, or any prospective assignee Assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any LenderBank, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes In addition, the Administrative Agent and the Banks may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or Agent and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Banks in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 2 contracts
Samples: Revolving Loan Agreement (Avalonbay Communities Inc), Revolving Loan Agreement (Avalonbay Communities Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement with the Loan Parties containing provisions substantially the same as those of this SectionSection 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their respective obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionSection 10.12, “Information” means all information received from the Borrowers Loan Parties or any Restricted Subsidiary of their respective Subsidiaries or Affiliates relating to the Borrowers Loan Parties or any Subsidiary of their respective Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Issuing Bank on a nonconfidential basis prior to disclosure by the Borrowers Loan Parties or any Subsidiary, provided that, in the case of information received from the Borrowers their respective Subsidiaries or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialAffiliates. Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partnersRelated Parties, directors, officers, employees, agents, trustees, advisors and representatives to its third-party service providers (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their obligations its obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or Agent and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Lenders in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 2 contracts
Samples: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, Arrangers and the Lenders agrees that it will treat as confidential (to the extent clearly identified at the time of delivery as confidential) all information provided to it hereunder or under any other Loan Document by or on behalf of the Borrower or any of its Subsidiaries or Affiliates (collectively, “Information”) in accordance with the Agents’, Arrangers’ and the L/C-BA Issuer agrees to maintain the confidentiality Lenders’ applicable customary procedures for handling confidential information of the Information (as defined below)such nature, except that to the extent such Information may be disclosed (a) to is publicly available or becomes publicly available other than by reason of disclosure by the Agents, Arrangers or the Lenders, any of their respective affiliates or representatives in violation of this Agreement or the other Loan Documents, (b) was received by the Agents, Arrangers and the Lenders from a source (other than the Borrower or any of its Affiliates and to its and its Affiliates’ respective partnersaffiliates, advisors, members, directors, officersemployees, agents or other representatives) not known by the Agents, Arrangers and the Lenders to be prohibited from disclosing such Information to such Person by a legal, contractual or fiduciary obligation to the Borrower and (c) was already in the Agents’, Arrangers’ and the Lenders’ possession from a source other than the Borrower or any of its affiliates, advisors, members, directors, employees, agentsagents or other representatives or is independently developed by such Person without the use of or reference to any such Information; provided, trusteeshowever, advisors that nothing herein will prevent the Agents, Arrangers and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of Lenders from disclosing any such Information and instructed (including Information regarding Disqualified Institutions) (a) pursuant to keep the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable Law or compulsory legal process (in which case such Information confidentialPerson agrees to inform the Borrower promptly thereof to the extent not prohibited by law), (b) to upon the extent requested by request or demand of any regulatory authority purporting to have jurisdiction over it (including or any self-regulatory authority, authority having jurisdiction over such as the National Association Person or any of Insurance Commissioners)its affiliates, (c) to the extent required by applicable laws such Person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or regulations or by any subpoena or similar legal processagents who need to know such Information and on a confidential basis, (d) to potential and prospective Lenders, assignees, participants and any direct or indirect contractual counterparties to any Hedging Agreement relating to the Borrower or its obligations under this Agreement (other party heretothan Disqualified Institutions), in each case, subject to such recipient’s agreement (which agreement may be in writing or by “click through” agreement or other affirmative action on the part of the recipient to access such Information and acknowledge its confidentiality obligations in respect thereof pursuant to customary syndication practice) to keep such Information confidential on substantially the terms set forth in this Section 10.07, (e) to ratings agencies who have agreed to keep such Information confidential on terms no less restrictive than this Section 10.07 in any material respect or otherwise on terms acceptable to the Borrower in connection with obtaining ratings of the Term Loans, (f) for purposes of establishing a “due diligence” defense, (g) on a confidential basis, to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (h) disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. In addition, (f) subject to an agreement containing provisions substantially the same as those Agents may disclose the existence of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under Agreement and information about this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)market data collectors, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating similar service providers to the Borrowers lending industry, and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access service providers to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) Agents in connection with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach administration and management of this Section or (y) becomes available to Agreement and the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential informationLoan Documents. Each of the Administrative AgentAgents, the Lenders Arrangers and the L/C-BA Issuer Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable LawLaws, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporelaws.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential)) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process; provided that unless specifically prohibited by Applicable Law or court order, each Lender and the Administrative Agent shall promptly notify the Borrower of any such disclosure, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower (except to the extent that such Information was available to the Administrative Agent, any Lender or any of their Affiliates as a result of Administrative Agent’s, any Lender’s or their Affiliates’ ownership interests in the Business or the Borrower). For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers Borrower or any Subsidiary of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiaryof its Subsidiaries, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Notwithstanding the Administrative Agentforegoing, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or Lenders agree not to disclose any Singapore Term Loan Lender with any Loan Party for Information to a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeProhibited Lender.
Appears in 2 contracts
Samples: Loan Agreement (Fifth Third Bancorp), Amendment and Restatement Agreement (Fifth Third Bancorp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to and will keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Financing Agreement or any action or proceeding relating to this Agreement or any other Loan Document Financing Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative or similar transaction relating under which payments are to be made by reference to the Borrowers Obligors and their obligations obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) with the consent of the Borrowing Agent Obligors or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their its respective Affiliates on a nonconfidential basis from a source other than the BorrowersObligors. For purposes of this Section, “Information” means all information received from the Borrowers any Obligor or any Restricted Subsidiary of their Subsidiaries relating to the Borrowers Obligors or any Subsidiary of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Obligor or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialtheir Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Loan Agreement (Cohen & Co Inc.), Loan Agreement (Cohen & Co Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee or pledgee under Section 11.06(f) of or Participant in, or any prospective assignee or pledgee under Section 11.06(f) of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to be become a Lender pursuant to Section 2.14(c2.01(d), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent applicable Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionIn addition, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Credit Agreement and information about this Credit Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Credit Agreement, Chapter 19 of Singaporethe other Credit Documents, and the Revolving Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Euronet Worldwide, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders agrees on its own behalf and the L/Con behalf of its Affiliates to keep confidential all non-BA Issuer agrees to maintain the confidentiality of the public Information (as defined below), except ) provided to it by the Company or any of its Subsidiaries pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information may be disclosed (a) to its Affiliates and to its Related Parties (so long as each such Person has been informed of the confidential nature of such Information and instructed to keep such Information confidential) solely for the purposes of, or otherwise in connection with, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its Affiliates’ respective partnersrights and obligations under this Agreement or (ii) any actual or prospective direct or indirect counterparty to any Swap Contract (or any professional advisor to such counterparty), (c) to its employees, directors, officers, employees, agents, trusteesattorneys, accountants and other professional advisors and representatives or those of any of its Affiliates, or of any Affiliate of any Lender, in each case who have a need to know such Information in accordance with customary business practices (it being understood that the Persons person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bd) to upon the extent requested by request or demand of any governmental or regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ce) in response to the extent required any order of any court or other governmental or regulatory authority (including by applicable laws or regulations or by any subpoena or similar legal process) or as may otherwise be required pursuant to any requirement of Law, (df) if required to do so in connection with any other party heretolitigation or similar proceeding, (eg) that has been publicly disclosed, other than as a result of a disclosure by the Administrative Agent or any Lender or any of their respective employees, directors, agents, attorneys, accountants and other professional advisors or those of any of their respective affiliates, in violation of this paragraph, (h) upon the request of any rating agency when required by it, (i) upon the request of the CUSIP Service Bureau or any similar organization, (j) in connection with the exercise of any remedies remedy hereunder or under any of the Loan Documents or any action or proceeding (including the preparation of any defense) relating to this Agreement, any other Loan Document or any action transaction or proceeding relating to this Agreement or any other Loan Document matter related thereto, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisorsk) to any swap or derivative transaction relating to the Borrowers and their obligations other party hereto or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (gl) with the consent of the Borrowing Company. The Administrative Agent or any Lender shall, prior to any disclosure under clause (d), (e), (f), (h) or (i) above to the extent such Information (x) becomes publicly available any governmental or regulatory authority that does not have supervisory, regulatory or other than as a result of a breach of this Section similar authority with respect to the Administrative Agent or such Lender and that is seeking such disclosure solely in connection with an investigation, litigation or other proceeding that does not otherwise involve the Administrative Agent or such Lender or (y) becomes any other person that is not a governmental or regulatory authority, notify the Company of any request for the disclosure of any such non-public Information so as to provide the Company with the reasonable opportunity to obtain a protective order or other comparable relief; provided that no such notification will be required if the Administrative Agent or such Lender (or their respective counsel) reasonably determines that such notification would be prohibited by applicable Law or court order. None of the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative AgentAgent and each Lender are permitted to access, any Lender, the L/C-BA Issuer or use and share with any of their respective Affiliates on a nonconfidential basis from a source other than bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives any Information concerning the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary Company or any of their respective businesses, other than any such information its Affiliates that is available to or may come into the possession of the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, of such Affiliates; provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereofeach case, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied used solely in connection with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agentthis Agreement, the Lenders other Loan Documents and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information transactions contemplated hereby and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporethereby.
Appears in 2 contracts
Samples: Term Loan Agreement (Thermo Fisher Scientific Inc.), Bridge Credit Agreement (Thermo Fisher Scientific Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.15 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers REIT or any Restricted Subsidiary thereof relating to the Borrowers REIT or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers REIT or any SubsidiarySubsidiary thereof, provided that, in the case of information received from the Borrowers REIT or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers REIT or a SubsidiarySubsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc), Credit Agreement (Corporate Property Associates 16 Global Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Borrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the Swingline Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating of its Affiliates, which source is not to the Borrowers or knowledge of the Administrative Agent, any Subsidiary Lender, the Swingline Lender, the L/C Issuer or any of their respective businesses, other than Affiliates in breach of any such information that is available confidentiality obligations owing to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiaryof its Affiliates with respect to such Information, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (aj) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeextent needed to obtain a Committee on Uniform Securities Identification Procedures (CUSIP) number.
Appears in 2 contracts
Samples: Credit Agreement (Antero Midstream Partners LP), Credit Agreement (Antero Resources Midstream LLC)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each Credit Party’s Affiliates, Approved Funds, each Credit Party’s and to its their respective Affiliates’ and its AffiliatesApproved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (including, if such Credit Party is a GSO Entity, to any other GSO Entity and its respective partners, directors, officers, employees, existing and prospective investors, agents, funding sources, attorneys, advisors and representatives) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower, (h) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by a GSO Entity, or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParties.
Appears in 2 contracts
Samples: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Singer Madeline Holdings, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement executed and delivered to and for the benefit of the Borrowers containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers and their obligations its obligations, this Agreement or payments hereunder, (iii) any third party vendor engaged by a Lender rating agency or an Affiliate of a Lender whose access to (iv) the Information is reasonably necessary for such vendor to perform the services CUSIP Service Bureau or procedures for which such vendor has been engaged by such Lender or Affiliateany similar organization, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeBorrower.
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and Lenders, the L/C-BA Issuer C Administrators and the Fronting Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and the Administrative Agent, the Lenders, the L/C Administrators and the Fronting Banks shall be responsible for any breach of this Section 10.07 by such Persons), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance CommissionersNAIC), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent such Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA Issuer C Administrator, any Fronting Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowersa Borrower. For purposes of this Section, “Information” means all information received from the Borrowers Parent Borrower or any Restricted Subsidiary relating to the Borrowers Parent Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Lender, any L/C-BA Issuer C Administrator or any Fronting Bank on a nonconfidential basis prior to disclosure by the Borrowers Parent Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Parent Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and Lenders, the L/C-BA Issuer C Administrators and the Fronting Banks acknowledges that (a) the Information may include material non-public information concerning the Borrowers Parent Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.13, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, any Lender; (g) with the consent of the Borrowing Agent Borrowers; or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowersany Borrower. For purposes of this Section, “Information” means all information received from the Borrowers any Borrower or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers any Borrower or any Subsidiary of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Borrower or any Subsidiary, of its Subsidiaries; provided that, in the case of information received from the Borrowers any Borrower or any Subsidiary of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)
Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable laws lawsLaws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or AffiliateobligationsBank Product, (gvii) with the consent of the Borrowing Agent Borrowers or (hviii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. .
(b) For purposes of this Section, “Information” means all information received from the Borrowers any Borrower or any Restricted Subsidiary relating to the Borrowers any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers any Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) to the extent necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.11(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, Agent and any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent and any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Term Loan Agreement (Industrial Income Trust Inc.), Term Loan Agreement (Industrial Income Trust Inc.)
Treatment of Certain Information; Confidentiality. Each By acceptance of the Administrative Agentthis Installment Note or of any direct or indirect rights or interests herein, the Lenders each of Holder and the L/C-BA Issuer agrees its successors and permitted assigns (including any Person holding a direct or indirect participation or other interest herein) shall be deemed to have agreed to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document Installment Note or the enforcement of rights hereunder or thereunderhereunder, (fe) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement Installment Note (including financing sources) or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or its obligations, (iiif) any third party vendor engaged by a Lender or an Affiliate with the written consent of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or AffiliateBorrower, (g) with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer it or any of their respective its Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower or (h) to any rating agency when required by it in connection with any securitization of this Installment Note or bank financing in connection with which this Installment Note is pledged as collateral, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from Holder. By acceptance of this Installment Note or of any direct or indirect rights or interests herein, each of Holder and its successors and permitted assigns (including any Person holding a direct or indirect participation or other interest herein) shall be deemed to have acknowledged (i) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Holder on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Installment Note (Plum Creek Timber Co Inc), Master Purchase and Sale Agreement (MEADWESTVACO Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective its Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” "INFORMATION" means all information received from the Borrowers Borrower or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers Borrower or any Subsidiary of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, of its Subsidiaries; provided that, in the case of information received from the Borrowers Borrower or any Subsidiary of its Subsidiaries after the date hereofClosing Date, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Regency Energy Partners LP), Second Lien Credit Agreement (Regency Energy Partners LP)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, and the Administrative Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, shall be responsible for compliance by such Persons with such obligations), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the Person that discloses any Information pursuant to this clause (c) shall, if permitted by applicable Law or legal process, notify the Borrower in advance of such disclosure or shall provide the Borrower with prompt written notice of such disclosure, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the written consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking ActLenders in connection with the administration or servicing of this Agreement, Chapter 19 of Singapore the other Loan Documents and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCommitments.
Appears in 2 contracts
Samples: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employeesmanagers, employees agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower, (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Restricted Subsidiaries or any of the Loans or (hii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to any of the Loans or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this SectionBorrower or (z) is independently developed by the Administrative Agent, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary Lender, or any of their respective businessesAffiliates without reliance on any confidential Information of the Borrower and its Subsidiaries. In addition, other than any such each of the Administrative Agent and the Lenders may disclose the existence of this Agreement and information that is available about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, any Lender or and the L/C-BA Issuer on a nonconfidential basis prior to disclosure by Lenders in connection with the Borrowers or any Subsidiary, provided that, in the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeCredit Extension.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Bellring Brands, Inc.), Bridge Facility Agreement (Post Holdings, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) Each Borrower acknowledges that (i) services may be offered or provided to its it (in connection with this Agreement or otherwise) by each Lender or by one or more Subsidiaries or Affiliates of such Lender and (ii) information delivered to its each Lender by such Borrower and its Affiliates’ respective partnersSubsidiaries may be provided to each such Subsidiary and Affiliate, it being understood that any such Subsidiary or Affiliate receiving such information shall be bound by the provisions of clause (b) below as if it were a Lender hereunder.
(b) Each Lender and the Agent agrees (on behalf of itself and each of its affiliates, directors, officers, employees, agents, trustees, advisors employees and representatives (it being understood that the Persons representatives) to whom such disclosure is made will be informed of the confidential nature of such Information and instructed use reasonable precautions to keep confidential, in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by either Borrower pursuant to this Agreement, provided that nothing herein shall limit the disclosure of any such Information confidential), information (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ci) to the extent required by applicable laws statue, rule, regulation or regulations or by any subpoena or similar legal judicial process, (dii) to counsel for any of the Lenders or the Agent, (iii) to bank examiners, auditors or accountants, (iv) to the Agent or any other Lender (or to First Chicago Capital Markets, Inc.), (v) in connection with any litigation to which any one or more of the Lenders or the Agent is a party, (vi) to a subsidiary or affiliate of such Lender as provided in clause (a) above, (vii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) agrees with the respective Lender to keep such information confidential on substantially the terms set forth in this Section 9.18(b), (viii) to any other party hereto, (e) Person as may be reasonably --------------- required in connection with the exercise course of the enforcement of any Lender's rights or remedies hereunder or under any other Loan Document of such Lender's Note, or any action or proceeding relating (ix) to this Agreement or any other Loan Document creditor of either Borrower or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Subsidiaries at any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to time during the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate continuance of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information Default; provided that is available to the Administrative Agent, in no event shall any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Agent be obligated -------- or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement return any materials furnished by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeeither Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, members, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed agrees to keep such Information confidential), (b) to the extent requested by any Gaming Board or any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of the information and agree to keep such Information confidential) or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations or (iii) any third party vendor engaged by a Lender or an Affiliate it being understood that the Persons to whom such disclosure is made will be informed of a Lender whose access the confidential nature of the information and agree to the keep such Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateconfidential), (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any Borrower and such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to recipient reasonably believes such disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporewas proper.
Appears in 2 contracts
Samples: Credit Agreement (International Game Technology), Credit Agreement (International Game Technology)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives solely in connection with this Agreement and the Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, all such information is shall be deemed to be confidential unless the Borrower or such Subsidiary has clearly identified at the time of delivery and conspicuously marked such information as confidential“PUBLIC” in accordance with Section 6.02 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the any L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Agree Realty Corp), Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and that the Administrative Agent or such Lender, as the case may be, is responsible to the Loan Parties for any action or failure to act that constitutes a breach of this Section 11.7 by any such Person to whom such disclosure is made by the Administrative Agent or such Lender, as the case may be pursuant to this clause (a) to the extent that the Administrative Agent or such lender, as the case may be, is reasonably able to exercise control over the actions of such Person), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same or at least as restrictive as those of this Section, to (i) any assignee of or Participant in, any of its rights and obligations under this Agreement and, unless (x) an Event of Default shall have occurred and be continuing at the time, or (y) such assignment or sale of Participation is made to a Lender, an Affiliate of a Lender or an Approved Fund, with the prior written consent of the Borrower (not to be unreasonably withheld or delayed), to any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to any Loan Party and its obligations, this Agreement or payments hereunder, provided that such prospective assignee or Participant or counterparty is not a Competitor (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatecredit facilities provided hereunder, (gh) with the consent of the Borrowing Agent Loan Parties or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowersany Loan Party. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers Loan Party or any Subsidiary thereof relating to any Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Loan Party or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialits Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers any Loan Party or a Subsidiaryits Subsidiaries, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Southeast Airport Group), Credit and Guaranty Agreement (Southeast Airport Group)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (iiB) any actual or prospective counterparty (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, or derivative or other similar transaction under which payments are to be made by reference or to any credit insurance provider in each case relating to the Borrowers any Borrower and their obligations its obligations, this Agreement or payments hereunder, (C) any rating agency, or (iiiD) the CUSIP Service Bureau or any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatesimilar organization, (gvii) with the written consent of the Borrowing Agent Borrowers or (hviii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, Agent or any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary of their respective Subsidiaries relating to the Borrowers or any Subsidiary of their respective Subsidiaries or any of their respective businesses, including the identity of Ineligible Assignees, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiaryof their respective Subsidiaries, provided that, in the case of information received from the Borrowers or any Subsidiary of their respective Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer acknowledges that (ai) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (bii) it has developed compliance procedures regarding the use of material non-public information and (ciii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any governmental agency or regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent or Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information Borrower that is available to the Administrative Agent, any such Lender or the L/C-BA C Issuer on reasonably believes is not bound by a nonconfidential basis prior duty of confidentiality to disclosure by the Borrowers or Borrower, (i) to any Subsidiary, rating agency (provided that, in such rating agencies are advised of the case confidential nature of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at and agree to keep such information confidential) or (j) as reasonably required by any Lender or other Person providing financing to such Lender (provided such Lenders or other Persons are advised of the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality confidential nature of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle agree to keep such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeconfidential).
Appears in 2 contracts
Samples: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential on the same terms as provided herein), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the BorrowersLoan Parties; provided, however, that in the case of any disclosure pursuant to clause (c) above, the applicable Credit Party which is required to disclose confidential Information agrees to give the Lead Borrower, to the extent practicable and not otherwise prohibited by any such Law, regulation, subpoena, order or decree of a court or similar legal process , prior notice of such disclosure (provided, however, no Credit Party shall incur any liability to any Loan Party or other Person for failing to provide the Lead Borrower with any such prior notice); provided, further, however, that the Administrative Agent and such Lender shall disclose only that portion of the confidential Information as is required to be disclosed, in its sole judgment, pursuant to any such Law, regulation, subpoena, order or decree of a court or similar legal process. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Information under the terms of this Agreement. For purposes of this Section, “Information” means all information received from the Borrowers Loan Parties or any Restricted Subsidiary thereof relating to the Borrowers Loan Parties or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Credit Party on a nonconfidential non-confidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers Loan Parties or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialthereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Borrowers Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partnersRelated Parties, directors, officers, employees, agents, trustees, advisors and representatives to its third-party service providers (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their obligations its obligations, this Agreement or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatepayments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this SectionIn addition, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and information about this Agreement to market data collectors, Chapter 19 of Singapore and in the Third Schedule similar service providers to the Banking Actlending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, Chapter 19 of Singaporethe other Loan Documents, and the Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Ross Stores Inc), Credit Agreement (Ross Stores Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, auditors, consultants and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives to the extent such parties require such information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the written consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or an Affiliate of a Loan Party. In addition, each of the Borrowers. For purposes Administrative Agent and the Lenders may disclose the existence of this Section, “Information” means all Agreement and the information received from the Borrowers or any Restricted Subsidiary relating about this Agreement to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available service providers to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, Agent and the Lenders in connection with the administration and management of this Agreement and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeDocuments.
Appears in 2 contracts
Samples: Loan Agreement (Wheeler Real Estate Investment Trust, Inc.), Loan Agreement (Cedar Realty Trust, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Class Investors and the L/C-BA Issuer Class Agents agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) among the Administrative Agent and the Bank Investors only, and in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to any other party hereto, (e) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), in connection with the exercise of any remedies hereunder or under any other Loan Transaction Document or any action or proceeding relating to this Agreement or any other Loan Transaction Document or the enforcement of rights hereunder or thereunder, (f) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual potential Bank Investor, any related commercial paper issuer that finances a Class Conduit, any related Liquidity Provider or prospective counterparty any related Credit Support Provider in relation to this Agreement, (or its advisorsg) to any swap or derivative transaction solely in respect of Information relating to the Borrowers Collection Agent’s servicing hereunder and their obligations or the Receivables (iii) including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliatenationally recognized rating agency rating any Class Conduit’s Commercial Paper, (gh) with the consent of the Borrowing Collection Agent or the Transferor or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any LenderClass Investor, the L/C-BA Issuer Class Agent or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersCollection Agent or the Transferor. For purposes of this Section, “Information” means all information received from the Borrowers Collection Agent or any Restricted Subsidiary the Transferor relating to the Borrowers Collection Agent or any Subsidiary the Transferor or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender Class Investor or the L/C-BA Issuer Class Agent on a nonconfidential basis prior to disclosure by the Borrowers Collection Agent or any Subsidiarythe Transferor, provided that, in the case of information received from the Borrowers Collection Agent or any Subsidiary the Transferor after the date hereofof Amendment Number 10 to this Agreement, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders Class Investors and the L/C-BA Issuer Class Agents acknowledges that (a) the Information may include material non-public information concerning the Borrowers Collection Agent or a Subsidiarythe Transferor, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from In the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to event the Administrative Agent, any a Lender or the L/C-BA C Issuer on receives a nonconfidential request to make disclosure of Information that is confidential and the sole basis prior for such disclosure is pursuant to disclosure subsection (c) above, to the extent practical and unless otherwise prohibited by any applicable Law, the applicable Person will use commercially reasonable efforts to give prompt notice of such a request to the Borrower so that a protective order or other appropriate remedy may be sought at the Borrowers’ sole cost and expense, provided that (i) neither the giving or the failure to give such notice nor any process by the Borrowers Borrower to seek a protective order or any Subsidiaryother appropriate remedy shall affect such Person’s ability to make disclosure pursuant to such subsection (c) above in a timely manner, provided thatand (ii) if, in the case absence of information received from the Borrowers a protective order or any Subsidiary after the date hereofother remedy, such information Person is clearly identified at the time of delivery as confidential. Any Person nonetheless required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agentdisclose Information, the Lenders and the L/C-BA Issuer acknowledges that (a) it shall, without liability hereunder, disclose only the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 which is not, and shall not so requested to be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporedisclosed.
Appears in 2 contracts
Samples: Credit Agreement (Temple Inland Inc), Credit Agreement (Temple Inland Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/CC Issuers agrees on its own behalf and on behalf of its Affiliates to keep confidential all non-BA Issuer agrees to maintain the confidentiality of the public Information (as defined below)) provided to it by the Company or any of its Subsidiaries pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent, except that any Lender or any L/C Issuer from disclosing any such Information may be disclosed (a) to its Affiliates and to its Related Parties (so long as each such Person has been informed of the confidential nature of such Information and instructed to keep such Information confidential) solely for the purposes of, or otherwise in connection with, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its Affiliates’ respective partnersrights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (ii) any actual or prospective direct or indirect counterparty to any Swap Contract (or any professional advisor to such counterparty), (c) to its employees, directors, officers, employees, agents, trusteesattorneys, accountants and other professional advisors and representatives or those of any of its Affiliates, or of any Affiliate of any Lender or L/C Issuer, in each case who have a need to know such Information in accordance with customary business practices (it being understood that the Persons person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bd) to upon the extent requested by request or demand of any governmental or regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ce) in response to the extent required any order of any court or other governmental or regulatory authority (including by applicable laws or regulations or by any subpoena or similar legal process) or as may otherwise be required pursuant to any requirement of Law, (df) if required to do so in connection with any other party heretolitigation or similar proceeding, (eg) that has been publicly disclosed, other than as a result of a disclosure by the Administrative Agent, any Lender or any L/C Issuer or any of their respective employees, directors, agents, attorneys, accountants and other professional advisors or those of any of their respective affiliates, in violation of this paragraph, (h) upon the request of any rating agency when required by it, (i) upon the request of the CUSIP Service Bureau or any similar organization, (j) in connection with the exercise of any remedies remedy hereunder or under any of the Loan Documents or any action or proceeding (including the preparation of any defense) relating to this Agreement, any other Loan Document or any action transaction or proceeding relating to this Agreement or any other Loan Document matter related thereto, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisorsk) to any swap or derivative transaction relating other party hereto, (l) to service providers to the Borrowers Administrative Agent or any Lender in connection with the administration and their obligations management of the Loan Documents and the Commitments or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (gm) with the consent of the Borrowing Agent Company. The Administrative Agent, any Lender or any L/C Issuer shall, prior to any disclosure under clause (d), (e), (f), (h) or (i) above to the extent such Information (x) becomes publicly available any governmental or regulatory authority that does not have supervisory, regulatory or other than as a result of a breach of this Section similar authority with respect to the Administrative Agent, such Lender or such L/C Issuer and that is seeking such disclosure solely in connection with an investigation, litigation or other proceeding that does not otherwise involve the Administrative Agent, such Lender or such L/C Issuer or (y) becomes any other person that is not a governmental or regulatory authority, notify the Company of any request for the disclosure of any such non-public Information so as to provide the Company with the reasonable opportunity to obtain a protective order or other comparable relief; provided that no such notification will be required if the Administrative Agent, such Lender or such L/C Issuer (or their respective counsel) reasonably determines that such notification would be prohibited by applicable Law or court order. None of the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative Agent, each Lender and each L/C Issuer are permitted to access, use and share with any of their respective bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives any Information concerning the Company or any of its Affiliates that is or may come into the possession of the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, Affiliates; provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereofeach case, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied used solely in connection with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agentthis Agreement, the Lenders other Loan Documents and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information transactions contemplated hereby and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporethereby.
Appears in 2 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed agrees to keep such Information confidential), (b) to the extent requested by any Gaming Board or any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of the information and agree to keep such Information confidential) or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations or (iii) any third party vendor engaged by a Lender or an Affiliate it being understood that the Persons to whom such disclosure is made will be informed of a Lender whose access the confidential nature of the information and agree to the keep such Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateconfidential), (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any Borrower and such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to recipient reasonably believes such disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporewas proper.
Appears in 2 contracts
Samples: Credit Agreement (International Game Technology), Credit Agreement (International Game Technology)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Co-Collateral Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent applicable Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, the Collateral Agent, the Co-Collateral Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowersa Borrower. For purposes of this SectionIn addition, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Bookrunner and each Lender or may disclose the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case existence of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders Agreement and the L/C-BA Issuer acknowledges that (a) information about this Agreement to market data collectors, similar service providers to the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is notlending industry, and shall not be deemed to constitute, an express or implied agreement by service providers in connection with the Administrative Agent or administration and management of this Agreement and the Singapore Agent or any Singapore Term other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeDocuments.
Appears in 2 contracts
Samples: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority Governmental Authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateobligations, (g) with the consent of the Borrowing Agent or Parent Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information a Credit Party that is available to the Administrative Agent, any such Lender or the L/C-BA C Issuer on reasonably believes is not bound by a nonconfidential basis prior duty of confidentiality to disclosure by the Borrowers or Credit Parties, (i) to any Subsidiary, rating agency (provided that, in such rating agencies are advised of the case confidential nature of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at and agree to keep such information confidential) or (j) as reasonably required by any Lender or other Person that would qualify as an Eligible Assignee hereunder (without giving effect to the time consent required under Section 10.06(b)(iii)) providing financing to such Lender (provided such Lenders or such other Persons are advised of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality confidential nature of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle agree to keep such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeconfidential).
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Ventas Inc), Credit and Guaranty Agreement (Ventas Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each Credit Party’s Affiliates, Approved Funds, each Credit Party’s and to its their respective Affiliates’ and its AffiliatesApproved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (including, if such Credit Party is a KKR Credit Entity, to any other KKR Credit Entity and its respective partners, directors, officers, employees, existing and prospective investors, agents, funding sources, attorneys, advisors and representatives) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including any electronic agreement contained in any platform) containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to the Borrowers any Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower, (h) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by a KKR Credit Entity, or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParties.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. Borrower.
(b) Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
(c) For the purposes of this SectionSECTION 10.07, “Information” "INFORMATION" means all information received from the Borrowers or any Restricted Subsidiary Loan Party relating to the Borrowers any Loan Party or any Subsidiary or any of their respective businessesbusinesses and Subsidiaries, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer or any Lender on a nonconfidential basis prior to disclosure by the Borrowers or any SubsidiaryLoan Party, provided PROVIDED that, in the case of information received from the Borrowers or any Subsidiary a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal processprocess (provided, that in the event of any such disclosure under this clause (c), the Administrative Agent or such Lender, as the case may be, agrees to use commercially reasonable efforts to inform the Borrower of such disclosure to the extent not prohibited by Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, Borrower (other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on through a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by whom the Administrative Agent or such Lender actually knows to be acting in violation of his or its obligations to the Singapore Agent Borrower or any Singapore Term other Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeParty).
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Samples: Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (Cenveo, Inc)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower or another Loan Party. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialbeing delivered in confidence to the Lenders under that certain Credit Agreement among Integral Systems, Inc., the Lenders, the Administrative Agent, the Swing Line Lender and the L/C Issuer dated March 5, 2010. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any Collateral Document or any action or proceeding relating to this Agreement or any other Loan Document or any Collateral Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” "INFORMATION" means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided PROVIDED that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Maine & Maritimes Corp)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trusteesadvisors, advisors trustees and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), it; (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, to this Agreement; (e) in connection with the 102 exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, hereunder; (f) subject to an agreement containing provisions substantially the same as those of this SectionSECTION 10.07, to (i) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty's or prospective counterparty's professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, Loan Parties; (g) with the consent of the Borrowing Agent or Borrower; (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section SECTION 10.07 or (yii) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Administrative Agent, the L/C Issuer and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this SectionSECTION, “Information” "INFORMATION" means all information received from the Borrowers or any Restricted Subsidiary Loan Party relating to the Borrowers any Loan Party or any Subsidiary or any of their respective businessesits business, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer or any Lender on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided Loan Party; PROVIDED that, in the case of information received from the Borrowers or any Subsidiary a Loan Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section SECTION 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of The Borrower shall have the Administrative Agent, right to approve any public advertisement or other public notice issued or placed by the Lenders Agents with respect to the Loan Documents and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiarytransactions thereunder, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and which approval shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporeunreasonably withheld.
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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed: (ai) to its Affiliates and to its it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (ciii) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, ; (div) to any other party hereto, ; (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (gvii) with the written consent of the Borrowing Agent Borrower or (hviii) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or (yB) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof or delivered pursuant to Section 6.01, 6.02 or 6.03 hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers acknowledges that (ai) the Information may include material non-public information concerning Superholdings, Holdings, the Borrowers Borrower or a Subsidiaryone or more Subsidiaries, as the case may be, (bii) it has developed compliance procedures regarding the use of material non-public information and (ciii) it will handle such material non-public information in accordance with applicable LawLaws, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) pursuant to the order of any court or to the extent requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar compulsory legal process, (d) to the extent that such information is independently developed by the Administrative Agent or any Lender without use of any Information or any derivative thereof, (e) to the extent that such Information becomes publicly available other than by reason of disclosure by Administrative Agent and the Lenders, any of their affiliates or any of their representatives in breach of this agreement, (f) to any other party hereto, (eg) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fh) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.12, to (iI) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (other than any Eligible Assignee invited to be a Lender pursuant to Section 2.14(cCompetitor), (iiII) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations (other than any Competitor) or (iiiIII) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (gh) with the consent of the Borrowing Agent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than Borrower that is not to the Borrowersknowledge of the Administrative Agent or such Lender subject to confidentiality obligations to Borrower or otherwise prohibited from furnishing or making available such information to the Administrative Agent or any Lender by a contract, legal or fiduciary obligation. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers Borrower or any Subsidiary of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, Agent or any Lender or the L/C-BA Issuer on a nonconfidential non-confidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, of its Subsidiaries; provided that, in the case of information received from the Borrowers Borrower or any Subsidiary of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
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Treatment of Certain Information; Confidentiality. Each (1) The Lender agrees, and each of the Administrative AgentCredit Parties agree, the Lenders and the L/C-BA Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, managers, administrators, trustees, agents, trusteesauditors, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, Section 9.13 to (i) any assignee of or Participant inof, or any prospective assignee of or Participant inof, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap swap, derivative, credit-linked note or derivative similar transaction relating under which payments are to be made by reference to the Borrowers Credit Parties and their obligations its obligations, this Agreement or payments hereunder, or the advisors of the Persons referred to in (iiii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateand (ii), (g) with the consent of the Borrowing Agent Credit Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer or any of their respective Affiliates Lender on a nonconfidential basis from a source other than the Borrowers. non-confidential basis.
(2) For purposes of this Section, “Information” means means: (a) with respect to the Lender, all information received in connection with this Agreement from the Borrowers or any Restricted Subsidiary Credit Parties relating to the Borrowers or any Subsidiary Credit Parties or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential non-confidential basis prior to disclosure by such receipt; and (b) with respect to the Borrowers or any SubsidiaryCredit Parties, provided that, all information contained in the case of this Agreement and all other Loan Documents and all information received from the Borrowers or any Subsidiary after Lender, including the date hereofidentity of Affiliates and its and its Affiliates’ respective partners, such information is clearly identified at the time of delivery as confidentialdirectors, officers, employees, managers, administrators, trustees, agents, auditors, advisors and representatives. Any Person required to maintain the confidentiality of Information as provided in this Section 9.13 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each In addition, the Lender may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested, supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the Administrative Agent, confidential nature of such Information and instructed to make available to the Lenders and the L/C-BA Issuer acknowledges that (a) the public only such Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and person normally makes available in the Third Schedule to the Banking Act, Chapter 19 course of Singaporeits business of assigning identification numbers.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.10, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative AgentAgents, any Lender, the L/C-BA Issuer Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “"Information” " means all information received from the Borrowers or any Restricted Subsidiary of their Subsidiaries relating to the Borrowers or any Subsidiary of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer Issuing Bank on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, of its Subsidiaries; provided that, in the case of information received from the Borrowers Borrower or any Subsidiary of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below)) and not to disclose such information, except that Information may be disclosed disclosed: (ai) to its Affiliates and to its it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) in which case the Administrative Agent or such Lender or L/C Issuer, as applicable, shall notify the Borrower prior to such disclosure, in any case, to the extent legally permissible; (ciii) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, ; (div) to any other party hereto, ; (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (fvi) subject to an agreement containing provisions substantially the same at least as restrictive as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or its obligations; (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (gvii) with the consent of the Borrowing Agent Borrower; or (hviii) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or (yB) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeBorrower.
Appears in 1 contract
Samples: Credit Agreement (DJO Finance LLC)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Related Parties and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives any Swap Provider (or such Swap Provider’s professional advisor) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the Person required to disclose such information shall, to the extent permitted by law, rule or regulation and reasonably practicable, promptly inform the Company, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood that the DQ List may be disclosed to any assignee, or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(cprospective assignee, in reliance on this clause (f), ) or (ii) any actual or prospective counterparty Swap Provider (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate), (g) on a confidential basis to (A) rating agencies with respect to ratings of a Lender, the Company or its Subsidiaries, or the credit facilities provided hereunder, (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (C) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowing Agent Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes Company or (z) is independently discovered or developed by a party hereto without utilizing any Information received from any Credit Party or violating the terms of this SectionSection 10.07. In addition, “Information” means all the Administrative Agent and the Lenders may disclose the existence of this Agreement and information received from the Borrowers or any Restricted Subsidiary relating about this Agreement to market data collectors, similar service providers to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available lending industry and service providers to the Administrative Agent, any Lender or the L/C-BA C Issuer on a nonconfidential basis prior to disclosure by and the Borrowers or any Subsidiary, provided that, Lenders in connection with the case administration of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative AgentAgreement, the Lenders other Loan Documents, and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities LawsCommitments. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.CHAR1\0000000x0
Appears in 1 contract
Samples: Credit Agreement (EnerSys)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders agrees on its own behalf and on behalf of its Affiliates to keep confidential all non-public Information provided to it by the L/C-BA Issuer agrees Borrower or any of its Subsidiaries pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information (a) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07 to an Affiliate of the Administrative Agent or any Lender, solely for the purposes of, or otherwise in connection with, this Agreement, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07, to any actual or prospective transferee or any direct or indirect counterparty to any Swap Contract (as defined belowor any professional advisor to such counterparty), except that Information may be disclosed (ac) to its Affiliates and to its and its Affiliates’ respective partnersemployees, directors, officers, employees, agents, trusteesattorneys, accountants and other professional advisors and representatives or those of any of its Affiliates, or of any Affiliate of any Lender, in each case who have a need to know such Information in accordance with customary business practices (it being understood that the Persons person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bd) to upon the extent requested by request or demand of any regulatory authority purporting to have jurisdiction over it (including any self-governmental or regulatory authority, such (e) in response to any order of any court or other governmental or regulatory authority or as the National Association may otherwise be required pursuant to any requirement of Insurance Commissioners)law, (cf) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, other than as a result of a disclosure by the extent Administrative Agent or any Lender or any of their respective employees, directors, agents, attorneys, accountants and other professional advisors or those of any of their respective affiliates, in violation of this paragraph, or (h) upon the request of any rating agency when required by applicable laws or regulations or by any subpoena or similar legal processit, (di) to upon the request of the CUSIP Service Bureau or any other party heretosimilar organization, or (ej) in connection with the exercise of any remedies remedy hereunder or under any other of the Loan Document Documents or to prepare any action or proceeding defense relating to this Agreement Agreement, any of the Loan Documents or any other Loan Document transaction or the enforcement of rights hereunder matter related thereto. The Administrative Agent or thereunderany Lender shall, prior to any disclosure under clause (d), (e), (f), (h) subject to an agreement containing provisions substantially the same as those of this Section, to or (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited above to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) with the consent of the Borrowing Agent or (h) to the extent such Information (x) becomes publicly available any governmental or regulatory authority that does not have supervisory, regulatory or other than as a result of a breach of this Section similar authority with respect to the Administrative Agent or such Lender and that is seeking such disclosure solely in connection with an investigation, litigation or other proceeding that does not otherwise involve the Administrative Agent or such Lender or (y) becomes any other person that is not a governmental or regulatory authority, notify the Borrower of any request for the disclosure of any such non-public Information so as to provide the Borrower with the reasonable opportunity to obtain a protective order or other comparable relief; provided, that no such notification will be required if the Administrative Agent or such Lender (or their respective counsel) reasonably determines that such notification would be prohibited by applicable law or court order. None of the Administrative Agent or any Lender will make available to the Borrower or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative AgentAgent and each Lender are permitted to access, any Lender, the L/C-BA Issuer or use and share with any of their respective Affiliates on a nonconfidential basis from a source other than bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives any Information concerning the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary Borrower or any of their respective businesses, other than any such information its Affiliates that is available to or may come into the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case possession of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent any Lender or any Singapore Term Loan Lender of such Affiliates; provided, however, that, in each case, such Information shall be used solely in connection with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singaporethis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Thermo Fisher Scientific Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA C Issuer agrees to maintain the confidentiality of the Information (as defined below)) and to not use the Information for any purpose except in connection with the Loan Documents, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Credit Facility Swap Contract, in each case whom it reasonably determines needs to know such information in connection with this Agreement and the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as (or containing provisions more restrictive than) those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of SingaporeBorrower.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Agent and the L/C-BA Issuer each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.12, to (i) any assignee of or Participant in, or any prospective Lender, or prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c)Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Loan Party and their its obligations or (iii) any third party vendor engaged by rating agency for the purpose of obtaining a Lender or an Affiliate of a Lender whose access credit rating applicable to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateany Lender, (g) with the consent of the Borrowing Agent Borrower or the applicable Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersLoan Parties. For purposes of this Section, “Information” means shall mean all information received from the Borrowers a Loan Party or any Restricted Subsidiary of its Subsidiaries relating to the Borrowers Loan Parties or any Subsidiary of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Agent or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers any Loan Party or any Subsidiaryof their Subsidiaries, provided that, in the case of information received from the Borrowers any Loan Party or any Subsidiary of their Subsidiaries after the date hereofClosing Date, such information is clearly identified at the time of delivery as confidential. Any Person person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person person has exercised the same degree of care to maintain the confidentiality of such Information as such Person person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Issuing Bank and the L/C-BA Issuer Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ ' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (including accountants, legal counsel and other advisors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party heretoto this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunderhereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 92 any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) with the prior written consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Bank, any Lender, the L/C-BA Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than either Credit Party; provided, that such source is not known to be subject to any confidentiality obligations to any Company. Each of the BorrowersAdministrative Agent, the Issuing Bank and the Lenders agrees to be responsible for any breach of this Section 10.13 that results from the acts or omissions of its respective Affiliates and its and its Affiliates respective partners, directors, officers, employees, agents, trustees, advisors and representatives (including accountants, legal counsel and other advisors). For the purposes of this Section, “"Information” " means all information received from the Borrowers or on behalf of any Restricted Subsidiary Company relating to the Borrowers any Company or any Subsidiary or any of their respective businessesits business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, on behalf of such Company; provided that, in the case of information received from the Borrowers or any Subsidiary Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of It is expressly agreed among the parties hereto that each Arranger, the Administrative Agent, the Lenders each Swingline Lender, each Issuing Bank and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiaryeach Lender may, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Actextent that such any such information is publicly available other than as a result of a breach of this Section by such Person, Chapter 19 of Singapore.disclose and/or confirm any such information. THIRD AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 93
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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and Lenders, the L/C-BA Issuer C Administrator and the Fronting Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), 2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Fronting Bank, the L/C-BA Issuer C Administrator or any of their respective Affiliates on a nonconfidential basis from a source other than the BorrowersBorrower. For purposes of this Section, “Information” means all information received from the Borrowers Borrower or any Restricted Subsidiary relating to the Borrowers Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or Lender, the L/C-BA Issuer C Administrator or the Fronting Bank on a nonconfidential basis prior to disclosure by the Borrowers Borrower or any Subsidiary, provided that, in the case of information received from the Borrowers Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and Lenders, the L/C-BA Issuer C Administrator and the Fronting Bank acknowledges that (a) the Information may include material non-public information concerning the Borrowers Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
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Samples: Credit Agreement (Tower Group, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by by, or required to be disclosed to, any rating agency or any regulatory or similar authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or Collateral Document or any action or proceeding relating to this Agreement any Loan Document or any other Loan Collateral Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), ) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facility provided for herein and in connection with the preparation and issuance of marketing press releases or other transactional announcements or updates provided to investor or trade publications, in each case subject to confidentiality obligations or disclosure restrictions reasonably requested by the Borrower, (h) with the consent of the Borrowing Agent Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the any L/C-BA C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C-BA Issuer on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialBorrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Notwithstanding the Administrative Agentforegoing, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or and the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree Lenders may disclose the existence of confidentiality than that prescribed in Section 47 of the Banking Actthis Agreement and information about this Agreement to market data collectors, Chapter 19 of Singapore data service providers, league table providers and in the Third Schedule similar service providers to the Banking Act, Chapter 19 of Singaporelending industry.
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Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C-BA Issuer Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section§29, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliateits obligations, (g) with the consent of the Borrowing Agent Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section §29 or (y) becomes available to the Administrative any Agent, any Lender, the L/C-BA Issuer Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section§29, “Information” means all information received from the Borrowers or any Restricted Subsidiary of their Subsidiaries relating to the Borrowers or any Subsidiary of their Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative any Agent, any Lender or the L/C-BA Issuer Issuing Lender on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidentialtheir Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section §29 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent or the Singapore Agent or any Singapore Term Loan Lender with any Loan Party for a higher degree of confidentiality than that prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to the Banking Act, Chapter 19 of Singapore.
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Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)