Common use of Treatment of Certain Information; Confidentiality Clause in Contracts

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: Joinder Agreement (Quiksilver Inc), Joinder Agreement (Quiksilver Inc), Joinder Agreement (Quiksilver Inc)

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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 (Flow International 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 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 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: Fixed Charge Agreement (Canuelas Mill S.A.C.I.F.I.A.), Fixed Charge Agreement (Canuelas Mill S.A.C.I.F.I.A.), Fixed Charge Agreement (Canuelas Mill S.A.C.I.F.I.A.)

Treatment of Certain Information; Confidentiality. Each of 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 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 each 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 Borrower, CNL HP or any Subsidiary thereof relating to the Loan Parties Borrower, CNL HP or any Subsidiary thereof 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 Borrower, CNL HP or any Subsidiary thereof, provided that, in the Loan Parties case of information received from Borrower, CNL HP 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 and the Credit Parties Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties Borrower, CNL HP or a SubsidiarySubsidiary thereof, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

Appears in 3 contracts

Samples: Term Loan Agreement (CNL Healthcare Properties, Inc.), Credit Agreement (CNL Healthcare Properties, Inc.), Term Loan Agreement (CNL Healthcare Properties, 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 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 Administrative Agent, the Credit Parties Lenders and 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), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to 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, 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 any Company relating to any Company or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or of their respective businesses, other than any such information that is available to Administrative Agent, any Credit Party Lender or L/C Issuer on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof (Company, provided that if in the case of information received from any Company 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 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 United States Federal and state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty 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 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 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 or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) if necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (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 any Loan Parties Party relating to any Loan Party or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or 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 Loan Party, provided that, in the case of information received from any Loan Parties or any Subsidiary thereof (provided that if 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 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 (Donaldson Co Inc), 4 Credit Agreement (Donaldson Co Inc), Credit Agreement (Donaldson Co 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 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 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 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, 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 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 the Loan Parties Borrower 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)Subsidiary. 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 (Greenway Medical Technologies Inc), Credit Agreement (Greenway Medical Technologies 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 2 contracts

Samples: Intercreditor Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek 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. Each of Administrative Agent, the Credit Parties Canadian Administrative Agent, the Collateral Agent, the Funding Agent, the Canadian Funding Agent, each other Agent, each Lender, and each 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 other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsobligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the consent of Administrative Borrower or the Lead Borrower applicable Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Funding 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)Parties. For purposes of this Section, “Information” means all information received from the a Loan Parties Party or any Subsidiary thereof of its 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 the Funding Agent, any Credit Party Lender or the Issuing Bank on a non-confidential nonconfidential basis prior to disclosure by the any Loan Parties Party 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 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: Security Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)

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. 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)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. 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 2 contracts

Samples: Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (Cogdell Spencer 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 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 2 contracts

Samples: 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 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 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, 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 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 2 contracts

Samples: Assignment and Assumption (Celadon Group Inc), Credit Agreement (Celadon Group Inc)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties agrees to Agent, each Lender and each Issuing Bank shall maintain the confidentiality of the all Information (as defined below), except that Information may be disclosed (a) to its Lender Affiliates Affiliates, and to its and its Lender Affiliates’ respective their partners, directors, officers, employees, trustees, agents, funding sources, attorneys, advisors and representatives (it being understood that the provided such Persons to whom such disclosure is made will be are informed of the confidential nature of such the Information and instructed to keep such Information it confidential), ; (b) to the extent requested by any governmental, regulatory or self-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 Applicable Law or by any subpoena or similar other 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 proceeding, or other exercise of rights or remedies, relating to this Agreement any Loan Documents or any other Loan Document or the enforcement of rights hereunder or thereunder, Secured Obligations; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of actual or potential assignee, Participant in, or other Person acquiring an interest in any prospective assignee of Obligations or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty party (or its advisors) to any Bank Product or swap or derivative transaction relating to any Loan Party and its obligations, or any rating agency for the purpose of obtaining a credit rating applicable to any Lender; (g) with the consent of Administrative Borrower or the Lead Borrower applicable Loan Party; 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 is available to any Credit Party Agent, any Lender, any Issuing Bank or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties. Notwithstanding the foregoing, each Agent and each Lender may publish or disseminate general information describing this credit facility, including the names and addresses of Loan Parties (only if such Credit Party has no knowledge that such source itself is not and a general description of Loan Parties’ businesses, and may use Loan Parties’ logos, trademarks or product photographs in breach of a confidentiality obligation)advertising materials. For purposes of this SectionAs used herein, “Information” means all information received from the a Loan Parties Party or any Subsidiary thereof relating to the Loan Parties it or any Subsidiary thereof or their respective businesses, other than any such information its business that is available to any Credit Party on a non-identified as 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)when delivered. Any Person required to maintain the confidentiality of Information as provided in pursuant to this Section shall be considered deemed to have complied with its obligation to do so if such Person has exercised it exercises the same degree of care to maintain the confidentiality of such Information as such Person would accord to that it accords its own confidential information. Each of the Credit Parties Agent, each Lender and each Issuing Bank acknowledges that (ai) the Information may include material non-public information concerning the a Loan Parties Party or a Subsidiary, as the case may be, ; (bii) it has developed compliance procedures regarding the use of material non-public information information; and (ciii) it will handle such material non-public information in accordance with applicable Applicable Law, including Federal federal and state securities Lawslaws.

Appears in 2 contracts

Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis 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)) 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.), Security Agreement (Foot Locker, 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 Federal Reserve Bank, any central bank or 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, if lawful and practicable to do so under the circumstances, the Lead Borrower is given (with reasonable promptness) prior written notice of the request for production of such Information, except for Information provided to regulators in the ordinary course of bank regulatory oversight, (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 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 (Barnes & Noble Inc), Credit Agreement (Barnes & Noble 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 Partners Finance Corp), Credit Agreement (Ferrellgas Finance 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 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 115 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 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 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 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. 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

Samples: Credit and Guaranty Agreement (Warner Chilcott LTD)

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, 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 104 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 1 contract

Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, 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 1 contract

Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)

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 116 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 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 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.-152- 6245414.1

Appears in 1 contract

Samples: Credit Agreement (Chico's Fas, 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 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 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-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 1 contract

Samples: Credit Agreement (Torrid Holdings Inc.)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties 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, 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 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 Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (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 of a non-public, confidential and proprietary nature 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 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)Subsidiary. 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.obligation

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Triton International LTD)

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

Samples: Credit Agreement (Core Molding 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 ' 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 153 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.

Appears in 1 contract

Samples: Credit Agreement (American Apparel, 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 105 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 Joint Ventures 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 1 contract

Samples: Revolving and Term Credit Agreement (Forestar Real Estate Group 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: Assignment and Assumption (Actavis PLC)

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 1 contract

Samples: Credit Agreement (MV Partners LLC)

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

Samples: Credit and Guaranty Agreement (Amedisys 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 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 if i) to any rating agency when required by it, provided that, prior to any disclosure, such Credit Party has no knowledge that such source itself is not rating agency shall undertake in breach writing to preserve the confidentiality of a confidentiality obligation). For purposes of this Section, “Information” means all any confidential information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties Borrower received by it from any Administrative Agent or any Subsidiary thereof Lender or their respective businesses, other than any such information that is available to any Credit Party (j) on a non-confidential basis prior to disclosure by the Loan Parties CUSIP Service Bureau 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, similar agency in connection with the issuance and monitoring of CUSIP numbers with respect 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 LawsLoans.

Appears in 1 contract

Samples: Term Loan Agreement (Plum Creek Timber Co 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

Samples: Credit Agreement (Rewards Network 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.. 124

Appears in 1 contract

Samples: Credit Agreement (Kirkland's, Inc)

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, 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 at least as favorable to the same Loan Party 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 (such consent not to be unreasonably withheld or delayed) 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 Secured 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 LawsParties.

Appears in 1 contract

Samples: Credit Agreement (Trans World Entertainment 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 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. 133 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 1 contract

Samples: Credit Agreement (Asyst Technologies 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 (Five Below, 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), 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 (to the extent necessary to administer or enforce this Agreement and the other Loan Documents) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have having 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 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 by such Person or actually known to such Person 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 Credit Party. If the Loan Parties Agent or any Lender is requested or required to disclose any Information (only if other than by any bank examiner) pursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Agent or such Credit Party has no knowledge Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Agent’s, or such source itself is not in breach of a confidentiality obligation). For purposes Lender’s, as applicable, compliance with the provisions of this Section, “Information” means all information received from and the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businessesAgent and such Lender, 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 obligationas applicable, such sourceshall, to the knowledge of extent reasonable, co-operate with the Borrower in the Borrower obtaining any 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 Lawsprotective order.

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

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 A/72912756.15 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: Term Loan Agreement (FelCor Lodging Trust Inc)

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

Samples: Credit Agreement (VOC Brazos Energy Partners, LP)

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 1 contract

Samples: Credit Agreement (Tilly's, Inc.)

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 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 75 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 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

Samples: Credit Agreement (Peabody Energy Corp)

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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, 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 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 and its obligations, (g) with the consent of the Lead Borrower any Loan Party or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agent, any Credit Party Lender, or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the any 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 any of their respective businesses, other than any such information that is available to any Credit Party Agent or Lender on a non-confidential nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary, provided that, in the case of information received from any 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 Agent and the Credit Parties Lenders and acknowledges that (a) the Information may include material non-public information concerning the any 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 federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Video Display 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)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.of

Appears in 1 contract

Samples: Credit Agreement (Lovesac Co)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties 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, 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) pursuant to the order of any court or to the extent requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar compulsory legal process, (d) to the extent that such information is independently developed by Lender without use of any Information or any derivative thereof, (e) to the extent that such Information becomes publicly available other than by reason of disclosure by Lender, any of their affiliates or any of their representatives in breach of this agreement, (f) to any other party hereto, (eg) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fh) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.12, to (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) other than any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsCompetitor), (gi) with the consent of the Lead Borrower or (hj) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to 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 Borrower that such source itself is not in breach to the knowledge of Lender subject to confidentiality obligations to Borrower or otherwise prohibited from furnishing or making available such information to Lender by a confidentiality contract, legal or fiduciary obligation). For purposes of this SectionSection 10.12, “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 any Credit Party Lender on a non-confidential 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 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 person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such Person 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 1 contract

Samples: Loan Agreement (Stockbridge/Sbe Investment Company, LLC)

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.. 105

Appears in 1 contract

Samples: Credit Agreement (Cogdell Spencer Inc.)

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 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 (provided that if such after the date hereof, any information is furnished by a source known to such not marked “PUBLIC” at the time of 178 [Matrix] 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.Agreement #85638137

Appears in 1 contract

Samples: Credit Agreement (Matrix Service Co)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the Lenders and the L/C Issuers 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 it 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 (in which case the Administrative Agent or such Lender or L/C Issuer, as applicable, shall use reasonable efforts to notify the Borrower prior to such disclosure, in any case 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 (in each case other than a Competitor), (B) any pledgee referred to in Section 10.06(f) or (iiC) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party the Borrower and its obligationsobligations (other than a Competitor), (gvii) with the consent of the Lead Borrower or (hviii) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or (yB) becomes available to any Credit Party the Administrative Agent 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 (Sbarro Express LLC)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Lenders and 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 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 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 10.07 or (yii) becomes available to any Credit Party Lender or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the a Loan Parties (only if such Credit Party Party, which source no Lender nor any of their respective Affiliates has no knowledge reason to believe that such source itself is not Person obtained such information in breach violation of a any confidentiality obligation). For purposes of this SectionSection 10.07, “Information” means all information received from the any Loan Parties or any Subsidiary thereof Party relating to the any Loan Parties or any Subsidiary thereof Party or 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 any Loan Party, provided, that, in the case of information received from a Loan Parties or any Subsidiary thereof (provided that if 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 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Credit Parties Lenders 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

Samples: Senior Subordinated Loan Agreement (Main Street Acquisition 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)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 146 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 (Five Below, Inc)

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 informationinformation but no less than a reasonable standard of care. Each of Unless consented to by Borrower (not to be unreasonably withheld) no Lender other than the Credit Parties acknowledges Administrative Agent and the Initial Lender shall be entitled to receive any information deliverable pursuant to Sections 6.01 and 6.02 other than that (aprovided for in Sections 6.01(a), 6.01(b), 6.01(e), 6.02(a), 6.02(d), 6.02(f) 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 Laws6.02(k).

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (William Lyon Homes)

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 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 178 NAI-1504047260v2 US-DOCS\110323336.25 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. 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 179 NAI-1504047260v2 US-DOCS\110323336.25 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

Samples: Credit Agreement (Peabody Energy Corp)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agent, Lenders and 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 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 Agent, any Credit Party Lender, L/C Issuer or any of their respective Lender Affiliates on a non-confidential nonconfidential basis from a source other than the Loan Parties Borrower. Each Lender agrees that in the event that it is requested to disclose non-public information under the circumstances set forth in clauses (b) or (c) above, such Lender shall (to the extent permitted by applicable law) provide the Borrower with prompt notice of such requested disclosure so that the Borrower may seek a protective order or other appropriate remedy; provided, however, that no Lender shall incur any liability for failing to provide the Borrower with such notice, and, in any event, Lenders will endeavor in good faith to provide only if that portion of such Credit Party has no knowledge that requested non-public information which, in the reasonable judgment of such source itself Lender, is not in breach of a confidentiality obligation)relevant and legally required to be provided. 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 Lender or L/C Issuer 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 Agent, Lenders and 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: Loan Agreement (Cascade Corp)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties 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, 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 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 Company or any Related Party has no knowledge that such source itself is not in breach of a confidentiality obligation)thereof. 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 each Lender 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

Samples: Term Loan Credit Agreement (Snyder's-Lance, 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 the Loan Parties Borrower 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)Subsidiary. 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 (Northwest Pipe Co)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties 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 managers, members, 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) pursuant to the order of any court or to the extent requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar compulsory legal process, (d) to the extent that such information is independently developed by Lender without use of any Information or any derivative thereof, (e) to the extent that such Information becomes publicly available other than by reason of disclosure by Lender, any of their affiliates or any of their representatives in breach of this agreement, (f) to any other party hereto, (eg) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fh) subject to an agreement containing provisions - 100 - substantially the same as those of this SectionSection 10.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) other than any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsCompetitor), (gi) with the consent of the Lead Borrower or (hj) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.12 or (y) becomes available to 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 Borrower that such source itself is not in breach to the knowledge of Lender subject to confidentiality obligations to Borrower or otherwise prohibited from furnishing or making available such information to Lender by a confidentiality contract, legal or fiduciary obligation). For purposes of this SectionSection 10.12, “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 any Credit Party Lender on a non-confidential 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 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 person required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have complied with its obligation to do so if such Person 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 1 contract

Samples: Loan Agreement

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) 135 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 (Tilly'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)) and not to use any Information except in connection with the administration, evaluation and enforcement of 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, 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 will agree to keep such Information confidential), (b) to the extent requested by any United States government agency or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal processprocess (provided that, unless prohibited by applicable Laws, such Administrative Agent, Lender or L/C Issuer shall provide the Borrower with prompt notice of any such requirement so that the Borrower may, at its sole expense, seek a protective order or take other appropriate action), (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 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 (McGrath Rentcorp)

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 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-public information in accordance with applicable Law, including Federal federal and state securities Laws.. Each of the Loan Parties hereby authorizes the Administrative Agent to publish the name of any Loan Party and the amount of the credit facility provided hereunder in any “tombstone” or comparable advertisement which the Administrative Agent elects to publish. The Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. In addition to the foregoing, the Administrative Agent shall be permitted to issue press releases and other announcements, subject to the prior review and approval of the Borrower Agent (such approval not to be unreasonably withheld or delayed). 11.08

Appears in 1 contract

Samples: Credit Agreement (Lifecore Biomedical, Inc. \De\)

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 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

Samples: Participation Agreement (Adobe Systems Inc)

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 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: Term Loan Credit and Guaranty Agreement (Actavis PLC)

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 142 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 1 contract

Samples: Credit Agreement (Tilly's, 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 processprocess (in which case such Person agrees to notify the Borrower prior to such disclosure to the extent practicable and permitted to do so pursuant to applicable Law), (d) to any other party heretohereto who was a party on the date of such disclosure, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (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 10.07 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 Borrower and 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 Person to be subject to a confidentiality obligation, such source, to the knowledge of such Credit Party, is not obligations 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 favor 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 (Church & Dwight Co Inc /De/)

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 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, Lenders and the Credit Parties 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 (Azz 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 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 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 (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 (Foot Locker 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 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 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)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 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 Borrowers or any Subsidiary thereof (thereof; provided that if in the case of information received from any Borrower 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 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

Samples: Letter of Credit Agreement (DSW Inc.)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Agents, 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 either 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 either 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 Agents, 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-non- public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.. 10.08

Appears in 1 contract

Samples: Credit Agreement (Technitrol Inc)

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, 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, hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, Agreement; (g) with the consent of the Lead Borrower Borrower; or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section Section, or (y) becomes available to the Administrative Agent, any 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 Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents or any Lender in breach connection with the administration of a confidentiality obligation). this Agreement and the Commitments 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 Credit Party Lender on a non-confidential nonconfidential basis prior to disclosure by the Loan Parties Borrower or any Subsidiary thereof of its Subsidiaries; provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, (provided that if i) such information is furnished by a source known to such Credit Party to shall be subject to a confidentiality obligation, such source, deemed Information to the knowledge of extent 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 noninformation includes any forward-public looking 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.or

Appears in 1 contract

Samples: Five Year Credit Agreement (Colgate Palmolive Co)

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 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 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. 133

Appears in 1 contract

Samples: Credit Agreement (Pulse Electronics Corp)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, 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 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 Borrower, (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 Borrower or (i) subject to each such Person being informed of the Loan Parties (only if confidential nature of the Information and to their agreement to keep such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation). For purposes of Information confidential on substantially the same terms as required by this Section, “Information” means all to (A) an investor or prospective investor in securities issued by an Approved Fund that also agrees that the Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (B) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (C) a nationally recognized rating agency that requires access to information received from regarding the Loan Parties or any Subsidiary thereof relating to Parties, the Loans and 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 Documents in connection with rating issued in respect of securities issued 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 Lawsan Approved Fund.

Appears in 1 contract

Samples: Credit Agreement (Prospect Medical Holdings Inc)

Treatment of Certain Information; Confidentiality. Each of the Credit Parties Administrative Agent, the other 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 sourcestrustees, attorneysadvisors, advisors independent auditors, legal counsel and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal or administrative process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligationsof the Borrowers or their obligations hereunder, (g) with the consent of the Lead Borrower Parent Borrower, (h) for purposes of establishing a “due diligence” defense or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any Credit Party other Agent, any Lender, any L/C Issuer or any of their respective Lender Affiliates (and the successors and assigns of the foregoing) on a non-confidential nonconfidential basis from a source other than the Loan Parties Parent Borrower or (only if such Credit Party has no knowledge that such source itself z) is not in breach independently developed by the Administrative Agent, any other Agent, any Lender, any L/C Issuer or any of a confidentiality obligationtheir respective Affiliates (and the successors and assigns of the foregoing). For purposes In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, “Information” means all information received from the 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 Agents and the Lenders 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 LawsCommitments.

Appears in 1 contract

Samples: Credit Agreement (Parker Drilling Co /De/)

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 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 Original 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 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.

Appears in 1 contract

Samples: Credit Agreement (Novellus Systems 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, 141 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 1 contract

Samples: 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 (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 (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 Borrower; provided, however, in the case of (b) and (c) above, the disclosing party shall provide written notice to the Loan Parties (only if Party to the extent permitted by such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation)requirement and by law. For the purposes of this Section, “Information” means all information received from the any Loan Parties or any Subsidiary thereof Party relating to the any Loan Parties or any Subsidiary thereof Party 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 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 (Smart Balance, 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 relating to any Loan Party and its obligations[reserve], (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 (provided thereof, provided, that if 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: Term Loan Credit Agreement (Kirkland's, Inc)

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