Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 4 contracts
Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 any Credit Party the Administrative Agent or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties an Obligor.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received in connection with this Agreement from the Loan Parties any Obligor relating to any Obligor or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)receipt. 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 In addition, the Administrative Agent 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 4 contracts
Samples: Second Amending Agreement (ATS Corp /ATS), Credit Agreement (ATS Corp /ATS), Third Amending Agreement (ATS Corp /ATS)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 Credit Agreement, (ii) any pledgee referred to in Section 10.06(f), (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Company and its obligationsobligations or (iv) any actual or prospective funding source or investor, (g) with the written consent of the Lead Borrower 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Company or any other Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Party. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the any Loan Parties Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the any Loan Parties Party or any Subsidiary thereof (thereof, provided that if that, in the case of information received from a Loan Party or any such Subsidiary after the Effective Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to not marked “PUBLIC” or otherwise identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure). Any Person required to maintain the confidentiality of Information delivery 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 informationconfidential. Each of the Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Securities Laws.
Appears in 4 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 4 contracts
Samples: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.), Credit Agreement (Insituform Technologies Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower or each 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties any Borrower, (only i) to rating agencies if requested or required by such Credit Party has no knowledge that such source itself is not agency in breach of connection with a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof rating relating to the Loan Parties Loans hereunder and (j) on a confidential basis to the CUSIP Service Bureau or any Subsidiary thereof or their respective businesses, other than any such information that is available similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsAgreement.
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co), Credit Agreement (Public Service Co of New Hampshire)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Third Restatement Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the prior written consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties Parties; provided, however, that in the case of any disclosure pursuant to clause (only if such c) above, the applicable Credit Party has no knowledge that such source itself which is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from required to disclose confidential Information agrees to give the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such sourceLead Borrower, to the knowledge 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 PartyParty 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 not required to be disclosed, in violation its sole judgment, pursuant to any such Law, regulation, subpoena, order or decree of such obligation by such disclosure)a court or similar legal process. Any Person such required to maintain disclosure shall not, in and of itself, change 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 status of the Credit Parties acknowledges that (a) disclosed information as Information under the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use terms 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 Lawsthis Agreement.
Appears in 3 contracts
Samples: Term Loan Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower, (only i) to rating agencies if requested or required by such Credit Party has no knowledge that such source itself is not agency in breach of connection with a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof rating relating to the Loan Parties Loans hereunder and (j) on a confidential basis to the CUSIP Service Bureau or any Subsidiary thereof or their respective businesses, other than any such information that is available similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsAgreement.
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement (Connecticut Light & Power Co), Credit Agreement (Public Service Co of New Hampshire)
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the Lead CSI or 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)CSI or Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties CSI or Borrower or any Subsidiary thereof relating to the Loan Parties CSI, Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by CSI, Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from CSI, Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties CSI, 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.
Appears in 3 contracts
Samples: Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (Cogdell Spencer Inc.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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-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 heretohereto or any other Secured Party, (ev) 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, (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 Credit Agreement or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (gvii) with the consent of the Lead Borrower 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 Credit Party or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof of its Subsidiaries relating to the Loan Parties Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any other Credit Party on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary thereof (of its Subsidiaries, provided that if that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if Borrower that the Administrative Agent, any such Credit Party has no knowledge that such source itself Lender reasonably believes is not in breach bound by a duty of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or Borrower (i) to any Subsidiary thereof or their respective businesses, other than any rating agency (provided such rating agencies are advised of the confidential nature of such information that is available and agree to keep such information confidential) or (j) as reasonably required by any Credit Party on a non-confidential basis prior Lender or other Person providing financing to disclosure by the Loan Parties or any Subsidiary thereof such Lender (provided that if such Lenders or other Persons are advised of the confidential nature of such information is furnished by a source known and agree to keep such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosureinformation 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Hcp, Inc.), Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is furnished by a source known to such Credit Party to will be subject to a confidentiality obligation, such source, to deemed confidential unless clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)delivery as non-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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Nicole Crafts LLC), Credit Agreement (A.C. Moore Arts & Crafts, Inc.), Credit Agreement (A.C. Moore Arts & Crafts, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Credit Agreement (Five Below, Inc), Credit Agreement (Five Below, Inc), Credit Agreement (Five Below, Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, employees and agents, funding sourcesincluding accountants, attorneys, 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 to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)Person, (c) to the extent required by applicable 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 Financing Document or any suit, action or proceeding relating to this Agreement or any other Loan Financing Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Sectionparagraph, 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 (ii) any actual or prospective counterparty insurance provider, provider of credit protection or party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to any Loan Party be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Lead Borrower Borrower, or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section paragraph or (yii) becomes available to any Credit Party Agent or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For the purposes of this Sectionparagraph, “Information” means all information received from the Loan Parties or any Subsidiary thereof Borrower relating to the Loan Parties Borrower, or any Subsidiary thereof or their respective businessesits business, other than any such information that is available to any Credit Party on a non-confidential basis Agent or any Lender (and not known by such Agent or such Lender to be confidential) prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if Borrower; provided, however, that, in the case of information received from the Borrower after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.16 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 3 contracts
Samples: Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.), Pre Export Credit Agreement (Canuelas Mill S.A.C.I.F.I.A.)
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 3 contracts
Samples: Credit Agreement (Ats Corp), Credit Agreement (MWI Veterinary Supply, Inc.), Credit Agreement (Ats Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that not known by such source itself is not to be in breach of a any duty of confidentiality obligation)with respect to such Information. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.), Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties Parties; provided, however, that in the case of any disclosure pursuant to clause (only if such c) above, the applicable Credit Party has no knowledge that which is required to disclose confidential Information agrees to give the Lead Borrower, to the extent practicable and not otherwise prohibited by any such source itself is not in breach Law, regulation, subpoena, order or decree of a confidentiality obligationcourt 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 Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agent, LC Issuer and Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 participant in, or or, with Borrower’s consent, any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, LC Issuer, any Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof of their Subsidiaries relating to the Loan Parties or any Subsidiary thereof of their Subsidiaries or any of their respective businesses, other than any such information that is available to Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)their 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 Borrowers in advance of such disclosure (if permitted by Law) or shall provide the Borrowers 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 (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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower Borrowers 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that not known by such source itself is not to be in breach of a any duty of confidentiality obligation)with respect to such Information. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to this Agreement, the Transactions, the Loans and Commitments hereunder, Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Lands' End, Inc.), Abl Credit Agreement (Lands' End, Inc.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 or Governmental 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap swap, Derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrowers and its obligationsthe Obligations, (g) with the consent of the Lead Borrower 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 any Credit Party the Agent or any of their respective Lender Affiliates on a non-non- confidential basis from a source other than the Loan Parties a Restricted Party.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received in connection with this Agreement from the Loan Parties any Restricted Party relating to any Restricted Party or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)basis. 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 In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such Person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 2 contracts
Samples: Credit Facility Agreement (HudBay Minerals Inc.), Credit Facility Agreement (HudBay Minerals Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the LC Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, directors officers, employees, 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 containing provisions substantially the same as those of this Section, to (i) any permitted assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, any L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Borrower or any other Loan Parties (only if such Credit Party has no knowledge Party; provided that such source itself disclosure is not in breach of a confidentiality obligation). For purposes of this Sectionagreement with a Loan Party, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating which breach is known to the Loan Parties Administrative Agent or any Subsidiary thereof such Lender or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsL/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Ferrellgas Finance Corp), Credit Agreement (Ferrellgas Partners Finance Corp)
Treatment of Certain Information; Confidentiality. Each The Administrative Agent and each of the Credit Parties Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 be required 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 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 with each Person receiving the Information 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the any Loan Parties Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by such Loan Party or Subsidiary; provided that, in the case of information received from a Loan Parties Party or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 The Administrative Agent and each of the Credit Parties Lenders acknowledges that (a) the Information may include material non-public information concerning the a Loan Parties Party 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 Applicable Law, including Federal and state securities Lawslaws.
Appears in 2 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Administrative Agent, the Syndication Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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)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, (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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Company.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof relating to the Loan Parties Borrowers or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a “need to know” basis (consistent with its internal policies) to its Lender Affiliates and to its and its Lender Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) 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 any Loan Party be made by reference to Borrower and its obligationsobligations under this Agreement or payments hereunder, or (z) any rating agency or the CUSIP Service Bureau or any similar organization, (g) with the consent of the Lead Borrower Holdings, 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 or any Credit Party Lender or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge Holdings, or Borrower that such source itself is not in breach known to be bound by any obligation of a confidentiality obligation)or care with respect thereto. For purposes of this Section, “Information” means all information received from the Loan Parties Holdings, Borrower or any Subsidiary thereof of their respective Subsidiaries relating to the Loan Parties Holdings, Borrower or any Subsidiary thereof of their respective Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties Holdings, Borrower or any Subsidiary thereof (of their respective Subsidiaries, provided that if that, in the case of information received from Holdings, Borrower, or any of their respective Subsidiaries after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Term Loan Agreement (Nabors Industries LTD), Term Loan Agreement (Nabors Industries LTD)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Avnet Inc), Credit Agreement (Curtiss Wright Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)) other than the Loan Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof thereof, (provided that provided, that, if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)) in the case of information received from any Loan Party or any Subsidiary after the Closing 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker, Inc.), Credit Agreement (Foot Locker, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sourcesconsultants, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Bank or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. 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 Loan Parties or any Subsidiary thereof relating similar service providers to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, lending industry and service providers to the knowledge Administrative Agent and the Banks in connection with the administration of such Credit Partythis Agreement, is not in violation of such obligation by such disclosure). 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 other Loan Documents, and 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsLoans.
Appears in 2 contracts
Samples: Term Loan Agreement (Avalonbay Communities Inc), Term Loan Agreement (Avalonbay Communities Inc)
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” "INFORMATION" means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, PROVIDED that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 2 contracts
Samples: Credit Agreement (Maine & Maritimes Corp), Credit Agreement (Maine & Maritimes Corp)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, agents, funding sourcesadvisors, attorneysinsurers, advisors other credit support providers 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 or Governmental 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap swap, Derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrower and its obligationsthe Obligations, (g) with the consent of the Lead Borrower 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 any Credit Party the Agent or any of their respective Lender Affiliates on a non-confidential basis from a source other than a Restricted Party or (i) to any lender or agent under the Loan Parties Hudbay ARCA or any documents entered into in connection therewith.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “"Information” " means all information received in connection with this Agreement from the Loan Parties any Restricted Party relating to any Restricted Party or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)basis. 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 In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such Person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 2 contracts
Samples: Amending Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed:
(ai) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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), ;
(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 as those of this Section, to (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, ;
(gvii) with the consent of the Lead Borrower or Borrower; 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties Parties.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (BTHC VII Inc), Term Loan and Security Agreement (BTHC VII Inc)
Treatment of Certain Information; Confidentiality. (a) Each of the Obligors acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Obligors or one or more of their Subsidiaries (in connection with this Credit Parties agrees Agreement or otherwise) by any Section 20 Subsidiary and each of the Obligors hereby authorizes each Lender to maintain share any information delivered to such Lender by the Section 20 Subsidiary pursuant to this Credit Agreement, or in connection with the decision of such Lender to enter into this Credit Agreement, to any such Section 20 Subsidiary, it being understood that any such Section 20 Subsidiary receiving such information shall be bound by the confidentiality provisions of this Credit Agreement. Such authorization shall survive the repayment of the Information Loans and Reimbursement Obligations and the termination of the Commitments.
(as defined below), except that Information may be disclosed b) Each of the Lenders and the Agents agree (a) to on behalf of itself and each of its Lender Affiliates and to its and its Lender Affiliates’ respective partnersaffiliates, directors, officers, employeesemployees and representatives) to use reasonable precautions to keep confidential, agents, funding sources, attorneys, 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 same nature and in accordance with safe and sound banking practices, any non-public information supplied to it by the Guarantor or the Borrowers pursuant to this Credit Agreement that is identified by such Person as being confidential nature at the time the same is delivered to the Lenders or the Administrative Agent, provided that nothing herein shall limit the disclosure of any such Information and instructed to keep information (i) after such Information confidential)information shall have become public (other than through a violation of this ss.28, (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), (cii) to the extent required by applicable Laws statute, rule, regulation or regulations or by any subpoena or similar legal judicial process, (diii) to counsel for any of the Lenders or the Agents, (iv) to bank examiners (or any other party heretoregulatory authority having jurisdiction over any Lender or Agent), or to auditors or accountants, (ev) to the Agents or any other Lender, (vi) in connection with any litigation to which any one or more of the exercise Lenders or the Agents is a party, or in connection with the enforcement of any rights or 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 thereunderDocument, (fvii) subject to an agreement containing provisions substantially the same a Subsidiary or affiliate of any such Lender as those of this Section, to provided in paragraph (ia) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement above or (ii) any actual or prospective counterparty (or its advisorsviii) to any swap assignee or derivative transaction relating participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to any Loan Party the respective Lender a Confidentiality Agreement in form and its obligationssubstance satisfactory to the Agents (a "Confidentiality Agreement") (or executes and delivers to such Lender an acknowledgment to the effect that it is bound by the provisions of this ss.28(b), (g) with the consent which acknowledgment may be included as part of the Lead Borrower respective assignment or (h) participation agreement pursuant to which such assignee or participant acquires an interest in the extent such Information Loans or Credit Instrument hereunder); provided, further, that (x) becomes publicly available other than as a result unless specifically prohibited by applicable law or court order, each Lender and the Agents shall, prior to disclosure thereof, notify the Borrowers of a breach any request for disclosure of this Section or (y) becomes available to any Credit Party or any of their respective Lender Affiliates on a such non-confidential basis from a source other than the Loan Parties public information (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties A) by any governmental agency or any Subsidiary representative thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, (other than any such information that is available request in connection with an examination of the financial condition of such Lender by such governmental agency) or (B) pursuant to legal process and (y) in no event shall any Credit Party on a non-confidential basis Lender or the Agents be obligated or required to return any materials furnished by the Guarantor or the Borrowers. The obligations of each Lender under this ss.28 shall supersede and replace the obligations of such Lender under the confidentiality letter in respect of this financing signed and delivered by such Lender to the Borrowers prior to disclosure by the Loan Parties or date hereof, in addition, the obligations of any Subsidiary thereof (provided assignee that if such information is furnished by has executed a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). Any Person required to maintain the confidentiality of Information as provided in this Section Confidentiality Agreement shall be considered superseded by this ss.28 upon the date upon which such assignee becomes a Lender hereunder pursuant 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Lawsss.20 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the prior written consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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, provided it exercises not less than reasonable care. Each of the Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary thereof (thereof, provided that if that, in the case of information received from the Company or any such Subsidiary after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Asyst Technologies Inc), Credit Agreement (Asyst Technologies Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Carmax Inc), Credit Agreement (Cabot Corp)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, agents, funding sourcesadvisors, attorneysinsurers, advisors other credit support providers 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 or Governmental 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap swap, Derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrower and its obligationsthe Obligations, (g) with the consent of the Lead Borrower 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 any Credit Party the Agent or any of their respective Lender Affiliates on a non-non- confidential basis from a source other than a Restricted Party or (i) to any lender or agent under the Loan Parties HB Peru ARCA or any documents entered into in connection therewith.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “"Information” " means all information received in connection with this Agreement from the Loan Parties any Restricted Party relating to any Restricted Party or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)basis. 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 In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such Person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 2 contracts
Samples: Amending Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (ai) to it, its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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), (bii) to the extent requested by any regulatory authority or Governmental 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 Applicable Laws or regulations or by any subpoena or similar legal process, (div) to any other party heretoParty, (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 SectionSection 13.17, 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 (iiB) any actual or prospective counterparty (or its advisors) to any swap swap, Derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrower and its obligationsthe Obligations, (gvii) with the consent of the Lead Borrower Borrower, or (hviii) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section 13.17 or (yB) becomes available to any Credit Party the Agent or any of their respective Lender Affiliates on a non-non- confidential basis from a source other than the Loan Parties an Obligor.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this SectionSection 13.17, “Information” means all information received in connection with this Agreement from the Loan Parties any Obligor relating to any Obligor or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)basis. 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 addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such Person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 2 contracts
Samples: Credit Facility Agreement (Maverix Metals Inc.), Credit Agreement (Maverix Metals Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, Arrangers and the Lenders agrees that it will treat as confidential (to maintain the confidentiality 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 Information Borrower or any of its Subsidiaries or Affiliates (as defined below)collectively, “Information”) in accordance with the Agents’, Arrangers’ and the Lenders’ applicable customary procedures for handling confidential information of 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 Lender Affiliates and to its and its Lender 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, funding sourceshowever, attorneysthat nothing herein will prevent the Agents, advisors 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating market data collectors, similar service providers to any Loan Party the lending industry, and its obligations, (g) service providers to the Agents in connection with the consent of the Lead Borrower 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source Agreement and the other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 informationDocuments. Each of the Credit Parties Agents, the Arrangers and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Lawslaws.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that not known by such source itself is not to be in breach of a any duty of confidentiality obligation)with respect to such Information. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
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 Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is furnished by clearly identified at the time of delivery as confidential or as being suitable only for posting on a source known to such Credit Party to be subject to a confidentiality obligation, such source, to portion of the knowledge of such Credit Party, is Platform not in violation of such obligation by such disclosure)designated “Public Investor”. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Syms Corp), Credit Agreement (Syms Corp)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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), (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 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 (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsBank Product, (gvii) with the consent of the Lead Borrower 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrowers.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received from the Loan Parties any Borrower or any Subsidiary thereof relating to the Loan Parties any Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by any Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from any Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 2 contracts
Samples: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower. The Administrative Agent will use reasonable efforts to promptly notify the Borrower of any disclosures of Information pursuant to clauses (only if such Credit Party has no knowledge b), (c) and (e) above; provided that such source itself is the failure to so notify the Borrower will not in breach affect the rights or obligations of a confidentiality obligation)any party under this Agreement. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof Borrower relating to the Loan Parties Borrower or any Subsidiary thereof or their respective businessesits business, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)Borrower. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) on a confidential basis to any rating agency in connection with rating the Credit Parties or the Revolving Credit Facility, (h) with the consent of the Lead Borrower Borrowers 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof Credit Party relating to the Loan Parties Borrowers or any Subsidiary thereof Credit Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrowers or any Subsidiary thereof (Credit Party, provided that if that, in the case of information received from the Borrowers or any Credit Party after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Borrowers or a SubsidiaryCredit Party, 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. Notwithstanding anything to the contrary contained in this Section 10.07, each Credit Party consents to the publication by the Administrative Agent of any press releases, tombstones, advertising or other promotional materials (including, without limitation, via any Electronic Medium) relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product photographs, logo or trademark. No party hereto shall or shall permit any of its Affiliates to, issue any press release or other public disclosure relating to the closing of the credit facilities provided for herein (other than any document required to be filed by the Credit Party with the SEC) using the name, logo or otherwise referring to XXXX, Capital One or of any of their Affiliates or the Loan Documents to which XXXX, Capital One or of any of their Affiliates are a party to without the prior written consent (including via e-mail) of such Person (not to be unreasonably withheld) except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such Persons.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, 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 containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 any Credit Party Agent, any Lender, any L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “"Information” " means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to any Credit Party Agent, any Lender or any L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary; provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Agents, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Laws. All such information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information concerning the Company and the Subsidiaries and their securities. Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.
Appears in 1 contract
Samples: Credit Agreement (Technitrol Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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-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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Bank or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. 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 Loan Parties or any Subsidiary thereof relating similar service providers to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, lending industry and service providers to the knowledge Administrative Agent and the Banks in connection with the administration of such Credit Partythis Agreement, is not in violation of such obligation by such disclosure). 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 other Loan Documents, and 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsLoans.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Secured Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, trustees, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) with the prior written consent of the Lead Borrower 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 any Credit Party the Secured Parties or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if who did not acquire such Credit Party has no knowledge that such source itself is not Information in breach of a confidentiality obligation). this Section.
(b) For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the a Loan Parties Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to any Credit Secured Party on a non-confidential nonconfidential basis prior to disclosure by a Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Parties Party or any Subsidiary thereof (provided that if such after the date hereof, any information is furnished by a source known to such Credit Party not marked “PUBLIC” at the time of delivery will be deemed to be subject to a confidentiality obligationconfidential; provided, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)that any information marked “PUBLIC may also be marked “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. .
(c) Each of the Credit Secured Parties acknowledges that (a) the Information may include material non-public information concerning the a Loan Parties Party 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.
(d) With the prior written consent of the Loan Parties the Lender may publish the name of any Loan Party and the amount of the credit facility provided hereunder in any “tombstone” or comparable advertisement which the Lender elects to publish. The Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.
Appears in 1 contract
Samples: Credit and Security Agreement (FreightCar America, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agent and Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 participant in, or or, with Borrower’s consent, any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof of their Subsidiaries relating to the Loan Parties or any Subsidiary thereof of their Subsidiaries or any of their respective businesses, other than any such information that is available to Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)their Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be 6231593.9\0334186 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Participants agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 CommissionersCommissioners ), (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 Operative Document or any action or proceeding relating to this Agreement or any other Loan Operative 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsAgreement, (g) with the consent of the Lead Borrower Lessee, 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 Credit Party Participant or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Lessee. For purposes of this Section, “Information” means all information received from the Loan Parties Lessee or any Subsidiary thereof relating to the Loan Parties Lessee or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Participant on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Lessee or any Subsidiary, provided that, in the case of information received from the Lessee or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Participants acknowledges that (aA) the Information may include material non-public information concerning the Loan Parties Lessee or a Subsidiary, as the case may be, (bB) it has developed compliance procedures regarding the use of material non-public information information, and (cC) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of Administrative Agent and the Credit Parties Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sourcesadvisors, attorneys, advisors attorneys 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Administrative Agent, any Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Administrative Agent, any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 information but no less than a reasonable standard of the Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Lawscare.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (William Lyon Homes)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Company and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Samples: Credit Agreement (Andrew Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Revolver Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsAgreement, (g) with the consent of the Lead Borrower 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, the Revolver Agent, the L/C Issuer or any Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof Credit Party relating to the Loan Parties Borrowers or any Subsidiary thereof Credit Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, the Revolver Agent, the L/C Issuer or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrowers or any Subsidiary thereof (Credit Party, provided that if that, in the case of information received from the Borrowers or any Credit Party after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Revolver Agent, the L/C Issuer and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Borrowers or a SubsidiaryCredit Party, 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. Notwithstanding anything to the contrary contained in this Section 10.07, each Credit Party consents to the publication by the Administrative Agent and/or the Revolver Agent of any press releases, tombstones, advertising or other promotional materials (including, without limitation, via any Electronic Medium) relating to the financing transactions contemplated by this Agreement using such Credit Party’s name, product photographs, logo or trademark. No party hereto shall or shall permit any of its Affiliates to, issue any press release or other public disclosure relating to the closing of the credit facilities provided for herein using the name, logo or otherwise referring to Crystal or of any of their Affiliates or the Loan Documents to which Crystal or any of their affiliates are a party to without the prior written consent (including via e-mail) of such Person (not to be unreasonably withheld) except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such Persons.
Appears in 1 contract
Samples: Credit Agreement (PetIQ, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a “need to know” basis (consistent with its internal policies) to its Lender Affiliates and to its and its Lender Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) 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 any Loan Party be made by reference to the Borrower and its obligationsobligations under this Agreement or payments hereunder, or (z) any rating agency or the CUSIP Service Bureau or any similar organization, (g) with the consent of the Lead Borrower 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge Borrower that such source itself is not in breach known to be bound by any obligation of a confidentiality obligation)or care with respect thereto. For purposes of this Section, Section “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender branches and Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 9.7, 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 (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 any Loan Party be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 9.7 or (y) becomes available to the Administrative Agent, any Credit Party Lender or any Issuing Bank or any of their respective Lender branches or Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this SectionSection 9.7, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof of their respective Subsidiaries relating to the any Loan Parties Party or any Subsidiary thereof of their respective Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or any Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by such Loan Party or such Subsidiary; provided that, in the case of information received from any Loan Parties Party or any Subsidiary thereof (provided that if of their respective Subsidiaries after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.7 shall be considered to have complied with its obligation to do so maintain the confidentiality of Information as provided in this Section 9.7 if such Person it has exercised the same degree of care to maintain the confidentiality of such Information as such Person it would accord to its own confidential information. Each of the Credit Parties acknowledges that In addition, (ai) the Information Administrative Agent and the Lenders may include material non-public disclose the existence of this Agreement and information concerning about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or such Lender in connection with the administration of this Agreement, the other Loan Parties or a SubsidiaryDocuments, as and the case may be, (b) it has developed compliance procedures regarding the use of material non-public information Commitments and (cii) it will handle such material non-public information in accordance with each Loan Party consents to the publication by the Arranger or its affiliates, at its own expense, of tombstones and other advertising and marketing materials relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their respective branches and Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, including Federal to set off and state securities Laws.apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or any such branch
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 Credit Agreement, (ii) any pledgee referred to in Section 10.06(f) , or (iiiii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Company and its obligations, (g) with the written consent of the Lead Borrower 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Company or any other Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Party. For purposes of this Section, “Information“ Information ” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the any Loan Parties Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the any Loan Parties Party or any Subsidiary thereof (thereof, provided that if that, in the case of information received from a Loan Party or any such Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to not marked “PUBLIC” or otherwise identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure). Any Person required to maintain the confidentiality of Information delivery 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 informationconfidential. Each of the Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 required or requested by any regulatory authority purporting to have jurisdiction over it [it]such Person (including any self-regulatory authority, 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Citi Trends Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Chicos Fas Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach Borrower. In the event the Administrative Agent, a Lender or the L/C Issuer receives a request to make disclosure of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information Information that is available confidential and the sole basis for such disclosure is pursuant to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 subsection (c) it will handle such material non-public information in accordance with above, unless otherwise prohibited by any applicable Law, including Federal and state securities Lawsthe applicable Person will use commercially reasonable efforts to give prompt notice of such a request to the Borrower, but neither the giving or the failure to give such notice shall affect such Person’s ability to make disclosure pursuant to such subsection (c) above.
Appears in 1 contract
Samples: Credit Agreement (Temple Inland Inc)
Treatment of Certain Information; Confidentiality. a. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, trustees, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) with the consent of the Lead Borrower 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 any the Credit Party Parties or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if Parties, provided that such source is not actually known by the such Credit Party has no knowledge that such source itself is not to be bound by, and in breach of violation of, a confidentiality obligation). agreement with the Borrower or another Loan Party.
b. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the a Loan Parties Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to any Credit Party on a non-confidential nonconfidential basis prior to disclosure by a Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Parties Party or any Subsidiary thereof (provided that if such after the date hereof, any information is furnished by a source known to such Credit Party not marked “PUBLIC” at the time of delivery will be deemed to be subject to a confidentiality obligationconfidential; provided, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)that any information marked “PUBLIC may also be marked “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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the Lead Borrower or Ultimate Parent, (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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties or (only if such Credit Party has no knowledge i) in the case of any Person that such source itself is not in breach of a confidentiality obligation). For purposes of this Sectionis, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating Affiliate of which is, a party to the Actavis Revolving Credit Agreement, the Actavis Term Loan Parties Agreement or any Subsidiary thereof other syndicated credit agreement of Ultimate Parent or their respective businessesany of its Subsidiaries, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure as expressly permitted by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge terms of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Lawscredit agreement.
Appears in 1 contract
Samples: Amended and Restated Wc Term Loan Credit and Guaranty Agreement (Actavis PLC)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, 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 or Governmental 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap swap, Derivative, credit-linked note or derivative similar transaction relating to any Loan Party the Borrower and its obligationsthe Obligations, (g) with the consent of the Lead Borrower 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 any Credit Party the Agent or any of their respective Lender Affiliates on a non-confidential basis from a source other than a Restricted Party or (i) to any lender or agent under the Loan Parties Hudbay ARCA or any documents entered into in connection therewith.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “"Information” " means all information received in connection with this Agreement from the Loan Parties any Restricted Party relating to any Restricted Party or any Subsidiary thereof relating to the Loan Parties of its Subsidiaries or any Subsidiary thereof or of their respective businesses, other than any such information that is available to the Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)basis. 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 In addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the Credit 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 Credit Parties acknowledges that (a) confidential nature of such Information and instructed to make available to the public only such Information may include material non-public information concerning as such Person normally makes available in the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use course 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 Lawsits business of assigning identification numbers.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/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 Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any a Loan Party and its obligations, (g) with the consent of the 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsBorrower.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, Arrangers and the Lenders agrees that it will treat as confidential (to maintain the confidentiality 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 Information Borrower or any of its Subsidiaries or Affiliates (as defined below)collectively, “Information”) in accordance with the Agents’, Arrangers’ and the Lenders’ applicable customary procedures for handling confidential information of 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 or the Lenders from a source (other than the Borrower or any of its Lender Affiliates and to its and its Lender 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, funding sourceshowever, attorneysthat nothing herein will prevent the Agents, advisors 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 swap or derivative transaction relating to the Borrower and 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, (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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating market data collectors, similar service providers to any Loan Party the lending industry, and its obligations, (g) service providers to the Agents in connection with the consent of the Lead Borrower 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source Agreement and the other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 informationDocuments. Each of the Credit Parties Agents, the Arrangers and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower, the Loan Parties and their Related Parties or a Subsidiarytheir respective securities, 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 those procedures and applicable LawLaws, including Federal and state securities laws. All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information concerning the Borrower, the Loan Parties and their Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable Laws, including Federal and state securities laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, members, directors, officers, employees, 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 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 Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Borrowers 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 Administrative Agent, any Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the any Loan Parties Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the any Loan Parties Party or any Subsidiary thereof (thereof, provided that if that, in the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges Administrative Agent and Lenders acknowledge that (a) the Information may include material non-public information concerning the Loan Parties Borrowers 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 and state securities Laws.
Appears in 1 contract
Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower Borrower, (h) to any rating agency when required by it (it being 10453714v6 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such and which source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties known by such Agent or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party Lender to be subject to a confidentiality obligation, such source, to the knowledge restriction in respect thereof in favor of such Credit Party, is not in violation of such obligation by such disclosure). 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 any of the Credit Parties acknowledges that (a) or any Affiliate of the Information may include material non-public information concerning the 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 Federal and state securities LawsCredit Parties.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Company and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, the Issuing Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)thereof. 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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Samples: Credit Agreement (Kyphon Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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. The agreements in this Section 10.07 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations, in each case for a period of one year.
Appears in 1 contract
Samples: Credit Agreement (BMC Software Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agent and Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 participant in, or or, with Borrower’s consent, any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than Borrower. Notwithstanding anything to the Loan Parties contrary above, in no event shall any Lender disclose any Information (only if i) to any Disqualified Person, or (ii) in any document, agreement or exhibit filed pursuant to the federal securities laws or any rules or regulations promulgated thereunder unless required by law or with the consent of Borrower, and in such Credit Party has no knowledge that event, shall give Borrower prior written notice of such source itself is not in breach of a confidentiality obligation)disclosure. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower, CORR or any Subsidiary thereof of their Subsidiaries relating to the Loan Parties Borrower or CORR or any Subsidiary thereof of their Subsidiaries or any of their respective businesses, as well as “Confidential Information” as defined in the Ultra Lease, other than any such information that is available to Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or CORR or any Subsidiary thereof (provided that if such information is furnished of their Subsidiaries, or by a source known to such Credit Party to be subject to a confidentiality obligationUPL and its Subsidiaries, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)as applicable. 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Term Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and representatives in connection with this Agreement and 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 (provided that the Administrative Agent, the L/C Issuer or such Lender, as applicable, shall use reasonable efforts to notify the Borrower in the event of any such disclosure by such Person unless such notification is prohibited by applicable 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 (i1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsBorrower.
Appears in 1 contract
Samples: Credit Agreement (Guess Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties Parties, (only if such Credit Party has no knowledge i) Information pertaining to this Agreement routinely provided by arrangers to data service providers or market data collectors, including league table providers, that such source itself is not in breach of a confidentiality obligation). For purposes of this Sectionserve the lending industry, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available (j) to any Credit Party on a non-rating agency in connection with rating the Borrowers or the credit facilities provided for herein (it being understood that the Persons to whom such disclosure is made will be informed of the confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 nature of such Information as and instructed to keep such Person would accord Information confidential) or (k) to its own confidential information. Each the CUSIP Service Bureau or any similar organization in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein (it being understood that the Persons to whom such disclosure is made will be informed of the Credit Parties acknowledges that (a) the confidential nature of such Information may include material non-public information concerning the 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 instructed to keep such material non-public information in accordance with applicable Law, including Federal and state securities LawsInformation confidential).
Appears in 1 contract
Samples: Credit Agreement (KOHLS Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower or Ultimate Parent, (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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties or (only if such Credit Party has no knowledge i) in the case of any Person that such source itself is not in breach of a confidentiality obligation). For purposes of this Sectionis, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating Affiliate of which is, a party to the Actavis Revolving Credit Agreement, the WC Term Loan Parties Credit Agreement or any Subsidiary thereof other syndicated credit agreement of Ultimate Parent or their respective businessesany of its Subsidiaries, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure as expressly permitted by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge terms of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Lawscredit agreement.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Applicant and its obligations, (g) with the consent of the Lead Borrower Applicant Representative 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Applicants. For purposes of this Section, “Information” means all information received from the Loan Parties Applicants or any Subsidiary thereof relating to the Loan Parties Applicants or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties Applicants or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Applicant or any Subsidiary after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Applicants 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 federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party a Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source source, other than the Loan Parties (only if Company or any of the Subsidiaries or Affiliates of the Company, provided that the source of information was not known by any such Credit Party has no knowledge that such source itself is not in breach of Person to be bound by a confidentiality obligation)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 Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary; provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to not clearly identified as public at the time of delivery shall be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)treated 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Biomet Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, Arrangers, the Lenders and L/C Issuers agrees that it will treat as confidential (to maintain the confidentiality 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 Information Borrower or any of its Subsidiaries or Affiliates (as defined below)collectively, “Information”) in accordance with the Agents’, Arrangers’, the Lenders’ and the L/C Issuers’ applicable customary procedures for handling confidential information of 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, the Lenders or the L/C Issuers, any of their respective affiliates or representatives in violation of this Agreement or the other Loan Documents, (b) was received by the Agents, Arrangers, the Lenders or the L/C Issuers from a source (other than the Borrower or any of its Lender Affiliates and to its and its Lender Affiliates’ respective partnersaffiliates, advisors, members, directors, officersemployees, agents or other representatives) not known by the Agents, Arrangers, the Lenders and the L/C Issuers 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’, the Lenders’ and the L/C Issuers’ 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, funding sourceshowever, attorneysthat nothing herein will prevent the Agents, advisors Arrangers, the Lenders and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of L/C Issuers 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 Agreementswap or derivative transaction relating to the Borrower xxxxx 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating market data collectors, similar service providers to any Loan Party the lending industry, and its obligations, (g) service providers to the Agents in connection with the consent of the Lead Borrower 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source Agreement and the other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 informationDocuments. Each of the Credit Parties Agents, the Arrangers, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Borrower or a Subsidiary, the Loan Parties and their Related Parties or their respective securities, 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 those procedures and applicable LawLaws, including Federal and state securities Laws.laws. All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information concerning the Borrower, the Loan Parties and their Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, 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 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 Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the 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 Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “"Information” " means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the Loan Parties case of information received from Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Samples: Credit Agreement (North American Galvanizing & Coatings Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Lender agrees to maintain the confidentiality of the Information (as defined below)) and except as consented to by Borrowers, not use such Information other than for purposes related to this Agreement, except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ their respective partners, directors, officers, employees, agents, funding sourcesadvisors, attorneys, advisors auditors 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 except as consented to by Borrowers, not use such Information other than for purposes related to this Agreement), (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 under any Hedge Agreement or Cash Management Agreement, or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Hedge Agreement or Cash Management 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Lead Borrower or any Subsidiary thereof of its Subsidiaries relating to the Loan Parties Lead Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective businesses, other than any such information that is available to any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Lead Borrower or any Subsidiary thereof (of its Subsidiaries; provided that if that, in the case of information received from Lead Borrower or any of its Subsidiaries after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tumi Holdings, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the written consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “"Information” " means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Samples: Bridge Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Company and its obligations, (g) with the consent of the Lead Borrower Company 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 Agent, any Credit Party Lender, the Issuing Bank or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Company. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Agent, any Credit Party Lender or the Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Treatment of Certain Information; Confidentiality. (a) Each of the Credit Parties Agent, the Banks and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (ai) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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), (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 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, (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 (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (gvii) with the consent of the Lead Borrower 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 Agent, any Credit Party Bank, the Issuing Bank, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower.
(only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). b) For purposes of this Section, “Information” means all information received from the Loan Parties Borrower or any Subsidiary thereof relating to the Loan Parties Borrower or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Agent, any Credit Party Bank, or the Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, Lenders and L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ ' respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party either Borrower and its obligations, (g) with the consent of the Lead U.S. 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 Agents, any Credit Party Lender, L/C Issuers or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “"Information” " means all information received from the Loan Parties Borrowers or any Subsidiary thereof relating to the Loan Parties Borrowers or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Agents, any Credit Party Lender or L/C Issuers on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrowers or any Subsidiary thereof (provided that if and other than any such information received from Borrowers or any Subsidiary after the date hereof that is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not marked "PUBLIC" as provided in violation of such obligation by such disclosure)Section 6.06. 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 Credit Parties Agents, Lenders and L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal Federal, provincial, territorial and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Castle a M & Co)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties individually (and not jointly or jointly and severally) agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Restatement Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower Ultimate Parent 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties Ultimate Parent or any Subsidiary thereof relating to the Loan Parties Ultimate Parent or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by Ultimate Parent or any Subsidiary; provided that, in the Loan Parties case of information received from Ultimate Parent or any Subsidiary thereof (provided that if after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall will 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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Ultimate Parent 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 United States federal and state securities Laws. Subject to any applicable requirements of United State federal, state or local Laws or regulations, including securities Laws or regulations, neither the Administrative Agent nor any Lender will make or cause to be made, whether orally, in writing or otherwise, any public announcement or statement that is intended for the general public and not targeted primarily to reach audiences in the banking industry and the banking industry’s customers with respect to the transactions contemplated by this Agreement, or any of the provisions of this Agreement, without the prior written approval of Ultimate Parent as to the form, content and timing of such announcement or disclosure, which approval may be given or withheld in the Ultimate Parent’s sole discretion.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Actavis PLC)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Banks and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Bank, the Issuing Bank or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businessesCredit Party, other than any such information that is available to the Administrative Agent, any Credit Party Bank or the Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, provided that, in the case of information received from a Credit Party after the date hereof, such information is not in violation clearly identified at the time of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Banks and the Issuing Bank acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may beCredit Parties, (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 Lawlaw, including Federal federal and state securities Lawslaws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 authority 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrower and its obligations, (g) with the consent of the Lead Borrower Company 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 Credit Party Lender or the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach Company or any of a confidentiality obligation)its Subsidiaries or Affiliates. For purposes of this Section, “Information” means all information received from the Loan Parties Company or any Subsidiary thereof relating to the Loan Parties Company or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Company or any Subsidiary; provided, in the case of information received from the Company or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, that is not in violation clearly identified as “public” at the time of such obligation by such disclosure)delivery shall be treated 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Global Power Equipment Group Inc/)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the date hereofSecond Amendment Effective Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Treatment of Certain Information; Confidentiality. Each of Administrative Agent, Lenders and the Credit Parties L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party Borrowers and its obligations, (g) with the consent of the Lead Borrower 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 Administrative Agent, any Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof relating to the Loan Parties Borrowers or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by Borrowers or any Subsidiary, provided that, in the Loan Parties case of information received from Borrowers or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Administrative Agent, the Credit Parties Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/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 Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any a Loan Party and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities LawsBorrowers.
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Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain maintain, and cause its Related Parties to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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), but excluding any competitors of the Borrowers, (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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Closing Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Zumiez Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if Borrower that the Administrative Agent, any such Credit Party has no knowledge that such source itself Lender reasonably believes is not in breach bound by a duty of a confidentiality obligation). For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties Borrower or (i) as reasonably required by any Subsidiary thereof Lender or their respective businesses, other than any Person providing financing to such Lender (provided such Lenders or other Persons are advised of the confidential nature of such information that is available and agree to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if keep such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosureconfidential). 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Health Care Property Investors Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Lender Affiliates and to its and its Lender Affiliates’ their respective partners, directors, officers, employees, agents, funding sourcesadvisors, attorneys, advisors auditors 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 in writing 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) with the consent of the 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 Agents, any Credit Party Lender or any of their respective Lender Affiliates Issuing Bank on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Lead Borrower. For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof of their Subsidiaries relating to the Loan Parties Borrowers or any Subsidiary thereof of their Subsidiaries or any of their respective businesses, other than any such information that is available to any Credit Party Agent, any Lender or any Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (Borrowers; provided that if that, in the case of information received from the Borrowers after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower or (only if such Credit Party has no knowledge that such source itself is not i) in breach connection with disclosure on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of a confidentiality obligation)CUSIP numbers with respect to the Loans. For purposes In addition, each Agent and each Lender may disclose the existence of this SectionAgreement and the information about this Agreement to market data collectors, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating similar services providers to the Loan Parties or any Subsidiary thereof or their respective businesseslending industry, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (provided that if such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, and service providers to the knowledge Agents and the Lenders in connection with the administration and management of such Credit Party, is not in violation of such obligation by such disclosure). Any Person required to maintain this Agreement and 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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the other 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 Federal and state securities LawsDocuments.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Memc Electronic Materials Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, Approved Funds, and to its and its Lender Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to any Loan Party and its obligations, (g) with the consent of the 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 any Credit Party or any of their respective Lender Affiliates on a non-confidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (thereof, provided that if that, in the case of information received from any Loan Party or any Subsidiary after the Second Restatement Date, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties acknowledges that (a) the Information may include material non-public information concerning the 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 Federal and state securities Laws.
Appears in 1 contract
Samples: Credit Agreement (Kirkland's, Inc)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, 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 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) with the consent of the Lead Borrower 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 Credit Party Lender, the L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrowers. For purposes of this Section, “Information” means all information received from the Loan Parties Borrowers or any Subsidiary thereof Credit Party relating to the Loan Parties Borrowers or any Subsidiary thereof Credit Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Credit Party Lender or the L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrowers or any Subsidiary thereof (Credit Party, provided that if that, in the case of information received from the Borrowers or any Credit Party after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Borrowers or a SubsidiaryCredit Party, 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. Notwithstanding anything to the contrary contained in this Section 10.07, each Credit Party consents to the publication by the Administrative Agent or the Documentation Agent of any press releases, tombstones, advertising or other promotional materials (including, without limitation, via any Electronic Medium) relating to the financing transactions contemplated by this Agreement using such Credit Party's name, product photographs, logo or trademark. No party hereto shall or shall permit any of its Affiliates to, issue any press release or other public disclosure relating to the closing of the credit facilities provided for herein (other than any document required to be filed by the Credit Party with the SEC) using the name, logo or otherwise referring to Crystal, Salus Capital Partners, LLC or of any of their Affiliates or the Loan Documents to which Crystal, Salus Capital Partners, LLC or any of their affiliates are a party to without the prior written consent (including via e-mail) of such Person (not to be unreasonably withheld) except to the extent required to do so under applicable Requirements of Law and then, only after consulting with such Persons.
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Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneystrustees, 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 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 (ii) any actual or prospective counterparty (or its -139- advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligations, (g) with the consent of the 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 Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the any Loan Parties Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the any Loan Parties Party or any Subsidiary thereof (thereof, provided that if that, in the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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.
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Samples: Amendment Agreement (Avient Corp)
Treatment of Certain Information; Confidentiality. Each of the Credit Secured Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, trustees, officers, employees, 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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrowers and its their obligations, (g) with the consent of the Lead Borrower Agent in its reasonable discretion 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 any Credit Party the Secured Parties or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Parties. For purposes of this Section, “Information” means all information received from the any Loan Parties Party or any Subsidiary thereof relating to the a Loan Parties Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to any Credit Secured Party on a non-confidential nonconfidential basis prior to disclosure by a Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Parties Party or any Subsidiary thereof (after the date hereof, any information not marked “PUBLIC” at the time of delivery will be deemed to be confidential; provided that if such any information is furnished by a source known to such Credit Party to marked “PUBLIC” may also be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not in violation of such obligation by such disclosure)marked “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 Credit Secured Parties acknowledges that (a) the Information may include material non-public information concerning the a Loan Parties Party 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-non- public information in accordance with applicable Law, including Federal federal and state securities Laws.
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Samples: Credit Agreement (Roadrunner Transportation Systems, Inc.)
Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and representatives and to any direct or indirect contractual counterparty (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 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any a Loan Party and its obligations, (g) with the consent of the 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 Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties (only if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)Borrower. For purposes of this Section, “Information” means all information received from the a Loan Parties Party or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Parties Party or any Subsidiary thereof (provided that if after the date hereof, such information is furnished by a source known to such Credit Party to be subject to a confidentiality obligation, such source, to clearly identified at the knowledge time of such Credit Party, is not in violation of such obligation by such disclosure)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 Credit Parties Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties 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 Lawlaw, including Federal and state securities Lawslaws.
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