Common use of Treatment of Information Clause in Contracts

Treatment of Information. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) at the request of the Administrative Agent, all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Treatment of Information. The Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger other Lead Arrangers will make available to the Lenders Lender Parties materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Each Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) at the request of the Administrative Agent, all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, and the Lenders Lender Parties to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.1110.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Treatment of Information. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) at the request of the Administrative Agent, all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to 95 Chemtura (Term Loan) Credit Agreement treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Treatment of Information. The Each Borrower hereby acknowledges that (a) the Administrative Agent Agents and/or the Arranger other Lead Arrangers will make available to the Lenders Lender Parties materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Each Borrower hereby agrees that it will, if so requested by the any Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) at the request of the any Administrative Agent, all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the each Administrative Agent, the Lead Arrangers, and the Lenders Lender Parties to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.1110.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the each Administrative Agent and the Arranger Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.

Treatment of Information. The Borrower A. Xxxxx acknowledges that Dxxxx shall or may be making use of, viewing and adding to confidential information of a special and unique nature and value relating to such matters as the Corporation’s trade secrets, agreements, formats, methods, programs, documentation, manuals, white papers, other confidential reports and communications and lists of and information relating to promoters, customers and prospects (“Confidential Information”). Dxxxx further acknowledges that any information and materials received by the Corporation from third parties in confidence shall be included in the definition of Confidential Information. Dxxxx agrees that Dxxxx shall not directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, any Confidential Information to any third party. As any breach by Dxxxx of its covenants and agreements in this section may cause irreparable injury to the Corporation that cannot be redressed by the payment of monies, the Corporation shall be entitled to enjoin any such threatened or continuing violation. Dxxxx acknowledges that Corporation holds all right, title, and interest in and to all tangible and intangible incidents of the Confidential Information, including, without limitation, all trade secrets, copyrights, patent rights and derivative works pertaining thereto, and that this Agreement conveys to Dxxxx only a limited right to use the Confidential Information in the course of performing this Agreement. Such right is fully revocable in accordance with the provisions of this Agreement. Dxxxx further agrees that, except for such right of use, it shall not assert any right, title, or interest in or to the Confidential Information and shall hold all Confidential Information in strict confidence. B. Confidential Information shall not include information which is or becomes publicly available without breach of (i) this Agreement, (ii) any other agreement or instrument to which the Corporation is a party or a beneficiary or (iii) any duty owed to the Corporation by Dxxxx or any third party; provided, however, that Dxxxx hereby acknowledges and agrees that if Dxxxx shall seek to disclose, divulge, reveal, report, publish, transfer or use any Confidential Information to any third party, Dxxxx shall bear the burden of proving that any such information shall have become publicly available without any such breach. Disclosure of Confidential Information shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency; provided, however, that (ai) the Administrative Agent and/or the Arranger will make available Dxxxx shall first have given prompt notice to the Lenders materials and/or information provided by Corporation of any such possible or on behalf of the Borrower hereunder prospective order (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”proceeding pursuant to which any such order may result) and (bii) certain of the Lenders (each, Corporation shall have been afforded a “Public Lender”) may have personnel who do not wish reasonable opportunity to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect prevent or limit any such disclosure. Dxxxx agrees to the Borrower return all Confidential Information in Dxxxx’x possession or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) under Dxxxx’x control at the request of the Administrative AgentCorporation or, all in the absence of such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whicha request, at a minimum, shall mean that upon the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes termination of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.11); and (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”this Agreement.

Treatment of Information. The Borrower hereby acknowledges that (a) Neither the Administrative DIP Agent and/or the Arranger will make nor any of its Related Parties shall, by making any Communications (including Non-Public Information) available to a DIP Lender, by participating in any conversations or other interactions with a DIP Lender or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Non-Public Information nor shall the Lenders materials and/or information provided by DIP Agent or any of its Related Parties be responsible or liable in any way for any decision a DIP Lender may make to limit or to not limit its access to Non-Public Information. In particular, none of the DIP Agent nor any of its Related Parties (i) shall have, and the DIP Agent on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a DIP Lender has or has not limited its access to Non-Public Information, such DIP Lender’s policies or procedures regarding the Borrower hereunder safeguarding of material, nonpublic information or such DIP Lender’s compliance with Applicable Laws related thereto or (collectivelyii) shall have, “Borrower Materials”) by posting or incur, any liability to any Loan Party or DIP Lender or any of their respective Related Parties arising out of or relating to the Borrower Materials on IntraLinks DIP Agent or another similar electronic system any of its Related Parties providing or not providing Non-Public Information to any DIP Lender (except to the “Platform”) extent any such DIP Lender has notified the DIP Agent that it does not want to receive Non-Public Information and the relevant Communication has been identified as Non-Public Information). (b) certain of the Lenders Each Credit Party agrees that (each, a “Public Lender”i) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect all Communications it provides to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed DIP Agent intended for delivery to the Public DIP Lenders and that (w) at whether by posting to the request of the Administrative Agent, all such Borrower Materials Approved Electronic Platform or otherwise shall be clearly and conspicuously marked “PUBLIC” or “Non-Public Information” or “Confidential” which, at a minimum, shall mean that the such word “PUBLIC” shall appear prominently on the first page thereof; , (xii) by marking Borrower Materials Communications “PUBLIC,” the Borrower each Credit Party shall be deemed to have authorized the Administrative Agent, the Arrangers, DIP Agent and the DIP Lenders to treat such Borrower Materials Communications as publicly available information and such Information shall not containing any material nonbe confidential under this Agreement, (iii) by marking Communications “Non-public information (although it may be sensitive and proprietary) with respect to the Borrower Public Information” or its securities for purposes of United States Federal and state securities laws (provided“Confidential”, however, that to the extent such Borrower Materials constitute Information, they Communications shall be treated as set forth in deemed confidential under Section 9.11); and 9.09 of this Agreement, (yiv) all Borrower Materials Communications marked “PUBLIC” are permitted may be delivered to all DIP Lenders and may be made available through a portion of the Approved Electronic Platform designated “Public Side Information,” (v) the DIP Agent shall be entitled to treat any Communications that are not marked “Non-Public Information” or “Confidential” as “PUBLIC” and may post such Communications to a portion of the Approved Electronic Platform designated as “Public Side Information”; and (zvi) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are Communications not marked “PUBLICNon-Public Information” as being suitable only for posting on or “Confidential” and posted by the DIP Agent to a portion of the Approved Electronic Platform not designated as “Public Side Information”” shall be deemed not confidential under Section 9.09 of this Agreement. Neither the DIP Agent nor any of its Affiliates shall be responsible for any statement or other designation by a Credit Party regarding whether a Communication contains or does not contain material non-public information with respect to any of the Credit Parties or their securities nor shall the DIP Agent or any of its Affiliates incur any liability to any Credit Party, any DIP Lender or any other Person for any action taken by the DIP Agent or any of its Affiliates based upon such statement or designation, including any action as a result of which Non-Public Information is provided to a DIP Lender that may not want to receive Non-Public Information.

Treatment of Information. The Borrower hereby acknowledges that (a) DISTRIBUTOR acknowledges that, as a result of DISTRIBUTOR’s engagement by the Administrative Agent and/or MANUFACTURER, DISTRIBUTOR will develop, have access to and use confidential information and materials of the Arranger will make MANUFACTURER which is of a special and unique nature and value. For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, the MANUFACTURER’s financial information, customer lists, designs, computer programs, manuals, works of authorship, copyrights, inventions, patents, know-how, discoveries, trade secrets and other intellectual property rights. DISTRIBUTOR further acknowledges that any information and materials received by the MANUFACTURER from third parties (including, without limitation, customers and clients of the MANUFACTURER) in confidence (or subject to non-disclosure or similar covenants) shall be deemed to be Confidential Information. As a material inducement to the MANUFACTURER to engage (or to continue to engage) DISTRIBUTOR and to compensate DISTRIBUTOR hereunder, DISTRIBUTOR covenants and agrees not to, except with the prior written consent of the MANUFACTURER, directly or indirectly, disclose, transfer or use, for any purpose whatsoever, any such Confidential Information other than for the purposes required by this Agreement. (b) Disclosure of Confidential Information shall not be prohibited if such disclosure is directly pursuant to a valid and existing court order; provided, however, that (i) DISTRIBUTOR shall first have given prompt notice to the MANUFACTURER of any such possible or prospective order and (ii) the MANUFACTURER shall have been afforded a reasonable opportunity to prevent or limit any such disclosure at MANUFACTURER’s sole cost and expense. (c) For purposes of this Agreement, Confidential Information shall not include information which is or becomes available to the Lenders materials and/or public through no fault of DISTRIBUTOR, is disclosed to DISTRIBUTOR by a third party under no obligation to keep such information confidential, or is independently developed without reference to any Confidential Information. (d) DISTRIBUTOR covenants and agrees that all right, title and interest in any Confidential Information shall be and shall remain the exclusive property of the MANUFACTURER. DISTRIBUTOR agrees immediately to disclose to the MANUFACTURER all Confidential Information developed in whole or in part by DISTRIBUTOR in connection with any services provided by DISTRIBUTOR hereunder and to assign to the MANUFACTURER any right, title or on behalf interest DISTRIBUTOR may have in such Confidential Information. DISTRIBUTOR agrees to execute any instruments and to do all other things reasonably requested by the MANUFACTURER (both during and after DISTRIBUTOR’s engagement by the MANUFACTURER) in order to vest more fully in the MANUFACTURER all ownership rights in those items transferred by DISTRIBUTOR to the MANUFACTURER. (e) DISTRIBUTOR understands and agrees that the MANUFACTURER shall suffer irreparable harm in the event that DISTRIBUTOR breaches any of DISTRIBUTOR’s obligations under Section 5.4 or this Section 5.5 of the Borrower hereunder (collectivelyAgreement and that monetary damages shall be inadequate to compensate the MANUFACTURER for such breach. Accordingly, “Borrower Materials”) DISTRIBUTOR agrees that, in the event of a breach or threatened breach by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the U.S. federal securities law) (“MNPI”) with respect to the Borrower or its Affiliates, or the respective securities DISTRIBUTOR of any of the foregoingprovisions of Section 5.4 or this Section 5.5, the MANUFACTURER, in addition to and who may not in limitation of any other rights, remedies or damages available to the MANUFACTURER at law or in equity, shall be engaged entitled to a temporary restraining order, preliminary injunction, permanent injunction or other specific performance in investment order to prevent or to restrain any such breach by DISTRIBUTOR, or by any or all of DISTRIBUTOR’s partners, co-venturers, employers, employees, servants, agents and other market-related activities representatives and any and all persons directly or indirectly acting for, on behalf of or with respect DISTRIBUTOR. (f) All notes, data, tapes, reference items, sketches, drawings, memoranda, records and other materials in any way relating to such Persons’ securities. The Borrower hereby agrees that it will, if so requested by the Administrative Agent, use commercially reasonable efforts to identify that portion any of the Borrower Materials that may be distributed information referred to in Section 5.5 hereof (including, without limitation, any Confidential Information) or to the Public Lenders MANUFACTURER’s business shall belong exclusively to the MANUFACTURER and that (w) DISTRIBUTOR agrees to turn over to the MANUFACTURER all copies of such materials in DISTRIBUTOR’s possession or under DISTRIBUTOR’s control at the request of the Administrative AgentMANUFACTURER or, all in the absence of such Borrower Materials shall be clearly a request, upon the termination or expiration of DISTRIBUTOR’s obligation to provide any services hereunder. (g) DISTRIBUTOR agrees that the breach or alleged breach by the MANUFACTURER of (i) any covenant contained in this Agreement or any other agreement between the MANUFACTURER and conspicuously marked “PUBLIC” which, at a minimumDISTRIBUTOR or (ii) any obligation owed to DISTRIBUTOR by the MANUFACTURER, shall mean that not affect the word “PUBLIC” shall appear prominently on validity or enforceability of the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, covenants and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes agreements of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as DISTRIBUTOR set forth in Section 9.11); 5.4 or this Section 5.5. (h) DISTRIBUTOR represents and (y) warrants that neither DISTRIBUTOR nor any of DISTRIBUTOR’s partners, employees, assistants, agents or other representatives is bound by any fiduciary duty, contract or any other pre-existing obligation which is in conflict or in any way inconsistent with the provisions of this Agreement. DISTRIBUTOR represents and warrants that DISTRIBUTOR’s performance of all Borrower Materials marked “PUBLIC” are permitted the terms of this Agreement will not breach any agreement to be made available through a portion keep in confidence proprietary information acquired by DISTRIBUTOR in confidence or in trust prior to commencement of this Agreement. DISTRIBUTOR warrants that DISTRIBUTOR has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which DISTRIBUTOR has gained from third parties, and which DISTRIBUTOR discloses to the MANUFACTURER or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, DISTRIBUTOR agrees that DISTRIBUTOR shall not bundle with or incorporate into any deliveries provided to the MANUFACTURER herewith any confidential or proprietary third party products, ideas, processes, or other techniques. DISTRIBUTOR represents and warrants that DISTRIBUTOR has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with DISTRIBUTOR’s obligations under this Agreement. DISTRIBUTOR will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”services required by this Agreement.