Common use of Confidentiality Clause in Contracts

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 144 contracts

Samples: Advisory Agreement (Fidelity Salem Street Trust), Advisory Agreement (Fidelity Salem Street Trust), Fidelity Salem Street Trust

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 101 contracts

Samples: Fidelity Salem Street Trust, Fidelity Commonwealth Trust II, Fidelity Salem Street Trust

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 92 contracts

Samples: Custodian Agreement (Taiwan Greater China Fund), Custodian Agreement (PowerShares India Exchange-Traded Fund Trust), Custodian Agreement (PowerShares India Exchange-Traded Fund Trust)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 80 contracts

Samples: Fidelity Commonwealth Trust, Fidelity Fixed Income Trust, Fidelity Concord Street Trust

Confidentiality. The parties to this Agreement agree that all Information, books and records provided by the Custodian or the Funds to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 72 contracts

Samples: Custody Agreement (Starboard Investment Trust), Custody Agreement (Hanna Investment Trust), Custody Agreement (CPG Carlyle Fund, LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 72 contracts

Samples: Custody Agreement (Peachtree Alternative Strategies Fund), Custody Agreement (Crow Point Global Dividend Plus Fund), Custody Agreement (Capitol Series Trust)

Confidentiality. ---------------- The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law, or to any disclosure made by a party if such party's counsel has advised that such party could be liable under any applicable law or regulation any judicial or administrative order or process for failure to make such disclosure.

Appears in 47 contracts

Samples: Global Custody Agreement (Vanguard Valley Forge Funds), Global Custody Agreement (Vanguard Wellington Fund), Global Custody Agreement (Vanguard Index Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 37 contracts

Samples: Administration Agreement (NexPoint Capital, Inc.), Services Agreement (Priority Senior Secured Income Fund, Inc.), Administration Agreement (Gladstone Companies, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 27 contracts

Samples: Custodian Agreement (Flag Investors Funds Inc), Investment Advisory Agreement (Bt Pyramid Mutual Funds), Custodian Agreement (Usaa Mutual Funds Trust)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 25 contracts

Samples: Fidelity Salem Street Trust, Fidelity Salem Street Trust, Fidelity Salem Street Trust

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . The provisions of this Section shall survive the termination of this Agreement.

Appears in 23 contracts

Samples: Custodian Agreement (Flag Investors Short Intermediate Income Fund Inc), Custodian Agreement (Flag Investors Real Estate Securities Fund Inc), Custodian Agreement (Flag Investors Short Intermediate Income Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 18 contracts

Samples: Custodian Agreement (World Funds Trust), Limited Partnership Agreement (Ing Series Fund Inc), Limited Partnership Agreement (Lexington Global Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially theterms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s business itsbusiness and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties otherparty hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and , ,except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the withoutthe prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly ispublicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 through a breach ofthis Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or anySubcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process administrativeprocess or otherwise by applicable law or regulation Applicable Law.

Appears in 17 contracts

Samples: Custodian Agreement (Vanguard Tax-Managed Funds), Custodian Agreement (Vanguard International Equity Index Funds), Custodian Agreement (Vanguard Variable Insurance Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 15 contracts

Samples: Custodian Agreement (Sei Institutional Managed Trust), Custodian Agreement (Sei Institutional Investments Trust), Custodian Agreement (Sei Institutional Investments Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 15 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-Adv), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 15 contracts

Samples: Administration Agreement (Special Value Continuation Fund, LLC), Form of Administration Agreement (Centre Lane Investment Corp.), Administration Agreement (Harvest Capital Credit Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 15 contracts

Samples: Custodian Agreement (United States Short Oil Fund, LP), Custodian Agreement (United States Brent Oil Fund, LP), Custodian Agreement (United States Gasoline Fund, LP)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 15 contracts

Samples: Administration Agreement (Owl Rock Capital Corp III), Administration Agreement (Owl Rock Capital Corp II), Administration Agreement (Owl Rock Core Income Corp.)

Confidentiality. The parties to this Agreement agree that all information, books and records provided by the Custodian or the Funds to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 14 contracts

Samples: Custody Agreement (NB Crossroads Private Markets Fund v (TE) LP), Custody Agreement (Fiera Capital Series Trust), Custody Agreement (NB Crossroads Private Markets Fund IV (TI) - Client LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities and Exchange Commission, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing provident party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 14 contracts

Samples: Administrative Services Agreement (Blackrock Muniassets Fund, Inc.), Administrative Services Agreement (BlackRock Build America Bond Trust), Administrative Services Agreement (Blackrock Corporate High Yield Fund Vi, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 13 contracts

Samples: Administration Agreement (Ares Capital Corp), Administration Agreement (National Renewable Energy Investment Fund, Inc.), Administration Agreement (GSC Investment Corp.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment sub-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment sub-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 12 contracts

Samples: Investment Advisory Agreement (NorthStar Corporate Income Fund), Investment Advisory Agreement (NorthStar Corporate Income Master Fund), Investment Advisory Agreement (NorthStar Corporate Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 11 contracts

Samples: Form of Administration Agreement (Churchill Financial BDC Inc.), Administration Agreement (YieldStreet Prism Fund Inc.), Form of Administration Agreement (Capitalsouth Partners Fund Ii Lp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities & Exchange Commission (“SEC”), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 11 contracts

Samples: Form of Administration Agreement (Gladstone Investment Corporation\de), Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 11 contracts

Samples: Amended and Restated Management Agreement (American Century World Mutual Funds Inc), Investment Management Agreement (American Century World Mutual Funds Inc), Investment Management Agreement (American Century World Mutual Funds Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a one party to one or more of the others other parties regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including non-public personal information within the meaning of SEC Regulation S-P and/or the Gramm-Leach-Bliley Act, whichever is applicable, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such providing the other party . Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven), Participation Agreement (Talcott Resolution Life Insurance Co Separate Account Seven), Fund Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 10 contracts

Samples: Transfer Agent Agreement (Northern Lights Fund Trust Iii), Custodian Agreement (Cullen Funds Trust), Transfer Agent Agreement (Unified Series Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in the lawful and appropriate exercise examiner of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds), Articles of Incorporation (Sound Shore Fund Inc)

Confidentiality. The parties to this Agreement Contract agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement Contract and, except as may be required in carrying out the terms of this Agreement Contract, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 paragraph or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Fidelity Oxford Street Trust, Fidelity Salem Street Trust, Fidelity Oxford Street Trust II

Confidentiality. The parties to this Agreement agree that all Information, books and records provided by the Custodian or the Fund to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 9 contracts

Samples: Custody Agreement (Arca U.S. Treasury Fund), Custody Agreement (Primark Private Equity Fund), Custody Agreement (Hamilton Lane Private Assets Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any other investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 9 contracts

Samples: NorthStar Real Estate Capital Income Fund-T, NorthStar Real Estate Capital Income Fund-T, NorthStar Real Estate Capital Income Fund-T

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 9 contracts

Samples: Administrative Agency Agreement (Pointbreak ETF Trust), Administrative Agency Agreement (Pointbreak ETF Trust), Administrative Agency Agreement (NuShares ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P and S-AM), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 8 contracts

Samples: Administration Agreement (GSV Capital Corp.), Administration Agreement (NeXt BDC Capital Corp.), Administration Agreement (GSV Growth Credit Fund Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party hereto to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Administration Agreement (OFS Capital, LLC), Administration Agreement (OFS Credit Company, Inc.), Administration Agreement (MONROE CAPITAL Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 7 contracts

Samples: Administrative Agency Agreement (Aberdeen Chile Fund, Inc.), Administrative Agency Agreement (Javelin Exchange-Traded Trust), Administrative Agency Agreement (Nicholas Applegate Global Equity & Convertible Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a one party to one or more of the others other parties regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including non-public personal information within the meaning of SEC Regulation S-P and/or the Gramm-Leach-Bliley Act, whichever is applicable, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party . Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Participation Agreement (Union Security Insurance Co Variable Account C), Participation Agreement (Pruco Life Variable Universal Account), Hartford Life Insurance Co Separate Account Two Dc Var Ac Ii

Confidentiality. The parties to this Agreement agree that each shall treat as confidential in accordance with its policies and procedures to protect similar confidential information, and with applicable law, all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds, and that it uses commercially reasonable tools and policies to prevent the loss of or alteration to any such confidential information. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, or which is required to be disclosed by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall to the extent reasonably practicable provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 7 contracts

Samples: American Century Capital Portfolios Inc, American Century Capital Portfolios Inc, American Century Capital Portfolios Inc

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise Custodian or of its jurisdiction over a party the Trust or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 6 contracts

Samples: Transfer Agent Agreement (Pointbreak ETF Trust), Transfer Agent Agreement (Pointbreak ETF Trust), Transfer Agent Agreement (Pointbreak ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Bank, Forum, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or legal authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Administration Agreement (Oaktree Strategic Income II, Inc.), Administration Agreement (Oaktree Specialty Lending Corp), Administration Agreement (Oaktree Strategic Income II, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law Applicable Law, or regulation to any disclosure made by a party if such party’s counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.

Appears in 6 contracts

Samples: Amended and Restated Global Custody Agreement (Vanguard Horizon Funds), Global Custody Agreement (Vanguard Valley Forge Funds), Amended and Restated Global Custody Agreement (Vanguard Scottsdale Funds)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential in accordance with its policies and procedures to protect similar confidential information, and with applicable law, all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 6 contracts

Samples: Investment Management Agreement (American Century Mutual Funds, Inc.), Investment Management Agreement (American Century Investment Trust), Investment Management Agreement (American Century Capital Portfolios Inc)

Confidentiality. The parties to this Agreement Contract agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement Contract and, except as may be required in carrying out the terms of this Agreement Contract, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 paragraph or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Fidelity Oxford Street Trust, Fidelity Oxford Street Trust II, Fidelity Oxford Street Trust

Confidentiality. The Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the parties to hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement agree relating to any other party hereto, provided however that each such obligation shall treat as confidential all not apply to any information provided by which was in the public domain at the time of its disclosure to a party to or which subsequently comes into the others regarding public domain other than as a result of a breach of such party’s business and operations obligations under this Section 10.03. For greater certainty, including without limitation the investment activities or holdings nothing contained herein shall prevent any disclosure of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as which may be required pursuant to applicable laws or pursuant to an order in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process proceedings or otherwise any other order made by applicable law or regulation any Governmental Authority.

Appears in 5 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement, Share Exchange Agreement

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process process, or otherwise by applicable law or regulation.

Appears in 5 contracts

Samples: Administration Agreement (Kayne Anderson BDC, LLC), Administration Agreement (SL Investment Corp.), Administration Agreement (Morgan Stanley Direct Lending Fund LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 5 contracts

Samples: Administration Agreement (CIM Real Assets & Credit Fund), Administration Agreement (Rand Capital Corp), Administration Agreement (CIM Real Assets & Credit Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities and Exchange Commission, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 5 contracts

Samples: Administration Agreement (Oxford Lane Capital Corp.), Form of Administration Agreement (T-Equity Capital Corp.), Form of Administration Agreement (Pacesetter Capital Corp.)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or legal authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Fifth Street Senior Floating Rate Corp.), Administration Agreement (Fifth Street Senior Floating Rate Corp.), Administration Agreement (Fifth Street Finance Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Blackstone Private Credit Fund), Administration Agreement (BC Partners Lending Corp), Administration Agreement (Portman Ridge Finance Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation law.

Appears in 4 contracts

Samples: Agency Agreement (Alger Institutional Funds), Agency Agreement (Alger American Fund), Agency Agreement (Alger China-Us Growth Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior theprior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Carlyle Select Trust), Form of Administrative Services Agreement (Poliwogg Regenerative Medicine Fund, Inc.), Administration Agreement (Carlyle GMS Finance, Inc.)

Confidentiality. The parties to this Agreement agree Each party agrees that each shall it will treat as confidential confidentially all information provided by a another party to regarding the others regarding such other party ’s 's business and operations, including without limitation the investment activities or holdings of the a Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any unaffiliated third party without the prior consent of such the providing party. The foregoing shall not be applicable apply to any information that is publicly available public when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 public or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over jurisdiction, by any auditor of a party, any auditor of the parties hereto, by pursuant to judicial or administrative process or otherwise by in accordance with applicable law or regulation.

Appears in 3 contracts

Samples: Advisory Agreement (Axp Strategy Series Inc), Investment Management Services Agreement (Axp Partners Series Inc), Investment Management Services Agreement (Axp Partners Series Inc)

Confidentiality. The parties to this Agreement agree Each party agrees that each shall it will treat as confidential confidentially all information provided by a the other party to the others regarding such other party ’s 's business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any unaffiliated third party without the prior consent of such the providing party except as necessary to perform services under this Agreement, or during a regular examination or audit of the party. The foregoing shall not be applicable apply to any information that is publicly available public when provided or which thereafter becomes publicly available other than in contravention public without fault of this Section 3.2 any party or which is required or requested to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto with jurisdiction, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Diversified Investors Portfolios, Diversified Investors Portfolios, Diversified Investors Portfolios

Confidentiality. The Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the parties to hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement agree relating to any other party hereto, provided however that each shall treat as confidential all such obligation will not apply to any information provided by which was in the public domain at the time of its disclosure to a party to or which subsequently comes into the others regarding public domain other than as a result of a breach of such party’s business and operations obligations under this Section 8.03. For greater certainty, including without limitation the investment activities or holdings nothing contained herein will prevent any disclosure of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as which may be required pursuant to Applicable Laws or pursuant to an order in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process proceedings or otherwise any other order made by applicable law or regulation any Governmental Authority.

Appears in 3 contracts

Samples: Securities Exchange Agreement, Securities Exchange Agreement, Securities Exchange Agreement

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any other investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: NorthStar Real Estate Capital Income Fund, NorthStar Real Estate Capital Income Fund-T, NorthStar Real Estate Capital Income Master Fund

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shalltreat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation all information maintained or produced by, or otherwise in the investment activities or holdings of possession of, the Fund Custodian relating to the Company and the Funds. All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law, provided the disclosing party provides prior written notice to the other party and seeks its prior written consent.

Appears in 3 contracts

Samples: Custody Agreement (Dividend & Income Fund), Custody Agreement (Midas Series Trust), Custody Agreement (Foxby Corp.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-C), Investment Advisory Agreement (CC Real Estate Income Fund-T2)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process process, or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Administration Agreement (Eagle Point Income Co LLC), Administration Agreement (NGP Capital Resources CO), Administration Agreement (NGP Capital Resources CO)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law, or to any disclosure made by a party if such party’s counsel has advised that such party could be liable under any applicable law or regulation any judicial or administrative order or process for failure to make such disclosure.

Appears in 3 contracts

Samples: Custody Agreement (Equitrust Series Fund Inc), Custody Agreement (Equitrust Money Market Fund Inc), Custody Agreement (Equitrust Variable Insurance Series Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by BBH&Co.), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise regulator of its jurisdiction over a party BBH&Co. or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 3 contracts

Samples: Custodian Agreement (Investment Managers Series Trust), Custodian Agreement (Investment Managers Series Trust), Transfer Agent Agreement (Cambria ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Administrator), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise of its jurisdiction over a party Administrator or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 3 contracts

Samples: Administrative Agency Agreement (World Funds Trust), Administrative Agency Agreement (Brinker Capital Destinations Trust), Administrative Agency Agreement (USCF Mutual Funds Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. In particular, the Custodian acknowledges and agrees that in connection with its services under this Agreement it receives confidential portfolio information with respect to a Fund. The Custodian agrees that it will keep all Fund portfolio holdings information confidential in accordance with this Paragraph 12.8, and will not use and will not allow any of its directors, officers, employees or agents to use such information as a basis for trading in securities or making investment decisions. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 3 contracts

Samples: Custodian Agreement (Schwab Investments), Custodian Agreement (Schwab Annuity Portfolios), Custodian Agreement (Schwab Capital Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any SEC staff examiner of the Trust or bank examiner of the Custodian or any Sub-custodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, any SEC Form N-1A filing or other required filing under the 1940 Act, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 3 contracts

Samples: Custody Agreement (Northern Lights Fund Trust Ii), Custody Agreement (Northern Lights Fund Trust Iii), Custody Agreement (Grand Prix Investors Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law Applicable Law, including for the avoidance of doubt, any filing of this Agreement (excluding any terms relating to fees) by or regulation on behalf of the Fund with any regulator with authority over the Fund.

Appears in 3 contracts

Samples: Custodian Agreement (United States Commodity Index Funds Trust), Custodian Agreement (United States Commodity Funds Trust I), Custodian Agreement (United States Currency Funds Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process process, or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Administration Agreement (Steele Creek Capital Corp), Administration Agreement (Palmer Square Capital BDC Inc.), Administration Agreement (Audax Credit BDC Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially theterms and conditions of this Agreement and all information provided by a each party to the others regarding such party’s other regardingits business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties anyother party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and , ,except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the withoutthe prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly ispublicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 through a breach ofthis Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or anySubcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process administrativeprocess or otherwise by applicable law or regulation Applicable Law.

Appears in 3 contracts

Samples: Custodian Agreement (Vanguard Malvern Funds), Custodian Agreement (Vanguard Morgan Growth Fund), Custodian Agreement (Vanguard Institutional Index Funds)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolios. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Federated Index Trust), Articles of Incorporation (Federated Index Trust), Limited Partnership Agreement (Federated Index Trust)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Strategic Allocation Funds. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 3 contracts

Samples: Investment Management Agreement (American Century Strategic Asset Allocations Inc), Investment Management Agreement (American Century Strategic Asset Allocations Inc), American Century Strategic Asset Allocations Inc

Confidentiality. The parties to this Agreement Contract agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement Contract and, except as may be required in carrying out the terms of this Agreement Contract, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 paragraph or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 3 contracts

Samples: Fidelity Oxford Street Trust, Fidelity Oxford Street Trust, Fidelity Oxford Street Trust

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information January 2015 that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or legal authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (Fifth Street Finance Corp.), Administration Agreement (Fifth Street Senior Floating Rate Corp.)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Form of Administration Agreement (MediaTech Investment Corp.), Form of Administration Agreement (Fifth Street Finance Corp)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all All data and information provided exchanged by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any Parties (other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out than the terms and conditions of this Agreement ) and all pricing terms shall be maintained in strict and absolute confidence and no Party shall disclose, shall not be disclosed to any third party without the prior consent of the other Parties, any such providing party data, information or pricing terms unless the release thereof is required by Law (including any requirement associated with an elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties or any Affiliates thereof are traded. The foregoing Nothing in this Agreement shall not prohibit the Parties from disclosing whatever information in such manner as may be applicable required by Applicable Law; nor shall any Party be prohibited by the terms hereof from disclosing information acquired under this Agreement to any information that is publicly available when provided financial institution or which thereafter becomes publicly available other than in contravention of this Section 3.2 investors providing or which is required proposing financing to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial Party or administrative process or otherwise by applicable law or regulation. Texas Crude Oil Gathering Agreement

Appears in 2 contracts

Samples: Agreement Terms and Conditions (Noble Midstream Partners LP), Agreement Terms and Conditions (Noble Midstream Partners LP)

Confidentiality. The parties to Any information received by one party hereto from any other party hereto in the course of the party's exercise of rights and performance of responsibilities under this Agreement agree that each shall treat be considered as confidential all information provided by a party proprietary to the others regarding party furnishing such party’s business information, and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed by the other party to any third party without except to the extent that such information is in or becomes publicly available, was lawfully in possession of the receiving party prior consent of to its disclosure by the disclosing party, or to the extent either party may be required to disclose such providing party. The foregoing shall not be applicable information to any information that is publicly available when provided government agency, court of law, administrative tribunal or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation instrumentality.

Appears in 2 contracts

Samples: Limited License Agreement (Debt Resolve Inc), Debt Resolve Inc

Confidentiality. The Each of the parties to hereto agrees that it shall treat confidentially the terms and conditions of this Agreement agree that each shall treat as confidential and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (WhiteHorse Finance, LLC), Administration Agreement (WhiteHorse Finance, Inc.)

Confidentiality. The parties to this Agreement agree Each party agrees that each shall it will treat as confidential confidentially all information provided by a the other party to the others regarding such other party’s business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any unaffiliated third party without the prior consent of such the providing party except as necessary to perform services under this Agreement, or during a regular examination or audit of the party. The foregoing shall not be applicable apply to any information that is publicly available public when provided or which thereafter becomes publicly available other than in contravention public without fault of this Section 3.2 any party or which is required or requested to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto with jurisdiction, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Diversified Investors Portfolios, Diversified Investors Portfolios

Confidentiality. The Except as required by law both parties to this Agreement agree shall procure that each shall treat as all confidential all information provided disclosed by a one party to the others regarding such other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party ’s business and operations 's knowledge, including without limitation the investment activities possession or holdings of the Fund. All confidential information provided by a party hereto control shall not be used for any purposes other than those required or permitted by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, and shall remain confidential and shall not be disclosed to any third party without except insofar as this may be required for the prior consent proper operation of such providing this Agreement and then only under appropriate confidentiality provisions approved by the other party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention For the purposes of this Section 3.2 or which is required agreement confidential information shall include without limitation that relating to be disclosed by any regulatory authority in the lawful and appropriate exercise business of its jurisdiction over a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any auditor particular item of the parties hereto, confidential information once it becomes public knowledge other than by judicial any act or administrative process or otherwise by applicable law or regulation default of either party.

Appears in 2 contracts

Samples: License Agreement, License Agreement

Confidentiality. The parties to No disclosure or announcement, public or otherwise, in respect of this Agreement agree that each shall treat as confidential all information provided by a party to or the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto transaction herein contained shall be used made by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party Party without the prior written consent of the other Party as to timing and content, provided that the obligations herein will not prevent either Party from making, after consultation with the other Party, such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which disclosure as its counsel may advise is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation the rules and policies of any securities regulatory authority or stock exchange having jurisdiction or potential jurisdiction.

Appears in 2 contracts

Samples: Property Option Agreement (California Gold Corp.), Property Option Agreement (California Gold Corp.)

Confidentiality. The parties Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the Parties hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement agree that each shall treat as confidential all information provided by a party relating to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for Party hereto, provided however that such obligation shall not apply to any information which was in the purposes public domain at the time of rendering services pursuant its disclosure to a Party or which subsequently comes into the public domain other than as a result of a breach of such Party’s obligations under this Agreement and Section 11.03. For greater certainty, except as nothing contained herein shall prevent any disclosure of information which may be required pursuant to applicable laws or pursuant to an order in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process proceedings or otherwise any other order made by applicable law or regulation any Governmental Authority.

Appears in 2 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement

Confidentiality. The Prior to Closing and, if the Transaction is not completed, at all times thereafter, each of the parties to hereto will keep confidential and refrain from using all information obtained by it in connection with the transactions contemplated by this Agreement agree relating to any other party hereto, provided however that each such obligation shall treat as confidential all not apply to any information provided by which was in the public domain at the time of its disclosure to a party to or which subsequently comes into the others regarding public domain other than as a result of a breach of such party’s business and operations obligations under this Section 11.03. For greater certainty, including without limitation the investment activities or holdings nothing contained herein shall prevent any disclosure of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as which may be required pursuant to applicable laws or pursuant to an order in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process proceedings or otherwise any other order made by applicable law or regulation any Governmental Authority.

Appears in 2 contracts

Samples: Securities Exchange Agreement, Share Exchange Agreement

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidentially all confidential all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the investment activities or holdings purposes of the Fund this section. All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party . Confidential information for purposes hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the like. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, that is generally furnished to third parties by the providing party without confidentiality restriction, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, regulator or any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . For this purpose, the Funds and any person authorized by the Funds shall be permitted to disclose any information provided by the Administrator hereunder to the U.S. SEC (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 10, it will promptly notify the other party in writing of the nature and extent of such breach. The undertakings and obligations contained in this Section 10 shall survive the termination or expiration of this Agreement.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Capital Private Client Services Funds), Transfer Agency and Service Agreement (Capital Private Client Services Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party to the others any other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement or any other agreement between the terms Company, the Administrator or any of this Agreement their respective affiliates, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (NMF Senior Loan Fund I, Inc.), Administration Agreement (NMF Senior Loan Fund I, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party to the others any other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement or any other agreement between the terms Fund, the Administrator or any of this Agreement their respective affiliates, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (New Mountain Guardian III BDC, L.L.C.), Administration Agreement (New Mountain Guardian III BDC, L.L.C.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between oramong the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shalltreat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Nicholas Applegate Convertible & Income Fund Ii), Limited Partnership Agreement (Nicholas Applegate Convertible & Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. During the term of this Agreement, the Fund Accounting Agent agrees that it will maintain and enforce policies which prohibit the Fund Accounting Agent and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of any Portfolio. The Fund Accounting Agent is familiar with Regulation S-P and agrees not to disclose or use non-public personal information about Fund or Portfolio shareholders except in accordance with Regulation S-P and the Funds' applicable privacy policies. Each party acknowledges that any breach of the foregoing agreements as to the other party would result in immediate and irreparable harm to such other party for which there would be no adequate remedy at law and agrees that in the event of such a breach such other party will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction shall deem appropriate. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a violation of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: MFS Series Trust XII, MFS Series Trust I

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except Agreement. Except as may be required in carrying out the terms of this Agreement, all such confidential information shall not be disclosed to any third party without the prior consent of such the providing party. The foregoing limitation shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Management Services Agreement (Shake Shack Inc.), Management Services Agreement (Shake Shack Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes of rendering services pursuant to contemplated by this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (TCW Direct Lending VII LLC), Administration Agreement (TCW Direct Lending VII LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (Franklin BSP Capital L.L.C.), Administration Agreement (Business Development Corp of America)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Form of Administration Agreement (Medley Capital BDC LLC), Medley Capital BDC LLC

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is requested or required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . If a party is requested or required to disclose information pursuant to the foregoing sentence, such party shall provide the other party with advance notice if permitted by applicable law and reasonably cooperate with such other party, if so requested, to limited such disclosure.

Appears in 2 contracts

Samples: Investment Management Agreement (Oaktree Finance, LLC), Administration Agreement (Oaktree Finance, LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities and Exchange Commission (“SEC”), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 2 contracts

Samples: Administration Agreement (Tortoise Capital Resources Corp), Administration Agreement (Tortoise Capital Resources Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All 22 confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 2 contracts

Samples: Custodian Agreement (RidgeWorth Funds), Limited Partnership Agreement (Sti Classic Variable Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement (and offering, rendering or obtaining related BBH&Co. services) and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise regulator of its jurisdiction over a party BBH&Co. or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 2 contracts

Samples: Transfer Agent Agreement (Advisors' Inner Circle Fund III), Transfer Agent Agreement (EntrepreneurShares Series Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Administrator), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulator of the Administrator or any Agent or Subcustodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation law.

Appears in 2 contracts

Samples: Administrative Agency Agreement (Parnassus Funds), Administrative Agency Agreement (Parnassus Income Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law. The parties agree to notify the other of any consultations with any such Regulatory Authority of which they become aware, to the extent not prohibited.

Appears in 2 contracts

Samples: Administrative Agency Agreement (Guinness Atkinson Funds), Administrative Agency Agreement (Guinness Atkinson Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or self-regulatory authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 2 contracts

Samples: Administrative Agency Agreement (Investment Managers Series Trust), Administrative Agency Agreement (Investment Managers Series Trust)