Common use of Information and Confidentiality Clause in Contracts

Information and Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or other confidentiality obligations owing to the Borrower or any other Credit Party but only to the extent the Administrative Agent, such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

Information and Confidentiality. Each Where a Party makes any calculation of costs or damages under this Agreement, such Party shall provide, upon the reasonable request of the Administrative Agentother Party, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom documentation supporting such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws calculation. Neither Party shall disclose or regulations or by any subpoena or similar legal process, (d) otherwise make available to any other party heretoany information of a technical, commercial or business nature regarding the Project or this Agreement that has been marked or identified as confidential or proprietary (e"Confidential Information") without the prior written consent of the other Party, except that (a) Seller or its affiliate may provide Confidential Information to its or any such affiliate's prospective Lenders, underwriters, investors, affiliates, advisors, employees, officers and directors to the extent reasonably required in connection with the exercise administration of this Agreement, the issuance of debt or equity or other financing activities of Seller or its affiliate, or the performance of any remedies hereunder or under any other Credit Document or any action or proceeding duties relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, Agreement; (fb) subject Purchaser may provide Confidential Information to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) , employees, officers, directors and Lenders to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency extent reasonably required in connection with the issuance administration of this Agreement or the performance of any such Person's duties relating to this Agreement; (c) any Party may disclose any such Confidential Information in any litigation or proceeding to enforce or recover damages under this Agreement; (d) any Party (or its affiliate) may disclose any such Confidential Information as may be required by any applicable Law, regulation or governmental order; and monitoring (e) any Party (or its affiliate) may disclose such Confidential Information to any person or entity succeeding to all or substantially all the assets of CUSIP numbers such Party (or its affiliate) or all or a substantial portion of its interest in the Facility; provided, that in the case of (e), any such successor shall agree to be bound by the provisions of this Section 26. Confidential Information shall not include information that: (i) the receiving Party can demonstrate was known to it prior to its disclosure by the other market identifiers Party; (ii) is, or later becomes, public knowledge without breach of this Agreement by the receiving Party; (iii) was received by the receiving Party from a third party without obligation of confidentiality; or (iv) is developed by the receiving Party independently from Confidential Information received from the other Party, as evidenced by appropriate documentation. In the event that disclosure is required by a valid order of a court or Governmental Body, the Party subject to such requirement may disclose Confidential Information to the extent so required, but shall promptly notify the other Party and shall cooperate with the other Party's efforts to obtain protective orders or similar restraints with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach disclosure. The provisions of this Section 11.07 26 shall continue in effect until three years after the end of the Operating Period. The Parties understand that under the Florida Public Records Law (Section 119.10, Florida Statutes), any Party or other confidentiality obligations owing all of them may be subject to statutory fines and penalties, including but not limited to a requesting Party's costs and attorney's fees for failure to make public records available for public inspection upon request (Chapter 119, Florida Statutes). In addition, each Party may be subject to its own costs and expenses of litigation. With this understanding in mind, the Borrower Parties agree that in the event Purchaser in an attempt to comply with this Agreement, refuses to honor a public records request under Chapter 119, Florida Statutes, for examination or inspection of a confidential document of Seller or any affiliate of Seller and is forced to defend its actions in a court of competent jurisdiction, Seller shall indemnify, defend, and hold Purchaser harmless from and against any fines, penalties, costs, attorney's fees and expenses, including, but not by way of limitation, attorney's fees, expert fees, court costs and other Credit Party but only costs arising from or related to the extent the Administrative Agentdefending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the Administrative Agent, any Lenderrefusal shall be obtained before Seller can be liable under this Section 26. In addition, the L/C Issuer Parties shall cooperate to provide witnesses to support the Parties' declarations and certification that the Confidential Information is a valid trade secret under the above cited Florida law and meets all definitional requirements therein or any of their respective Affiliates on a non-confidential basis is exempt from a source disclosure under other than the Borrowerapplicable Florida law.

Information and Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) The Company shall provide to its Affiliates Purchasers all information and documentation reasonably requested by Purchasers, within the periods reasonably requested by Purchasers, as is necessary for the Purchasers to its complete and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors file all public filings required to be made by Purchasers under applicable Law and representatives (it being understood that the Persons to whom such disclosure is made will be informed rules and regulations of the confidential nature of such Information and instructed to keep such Information confidential), Securities Exchange Commission. (b) The Purchasers agrees that they will keep confidential and will not disclose or divulge any confidential information obtained from the Company pursuant to the extent requested by any regulatory authority purporting to have jurisdiction over it terms of this Agreement, unless such confidential information (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ca) is known or becomes known to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, public in general (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 5 by either Purchaser), (b) is or other has been independently developed or conceived by either Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to either Purchaser by a third party without a breach of any obligation of confidentiality obligations owing such third party may have to the Borrower or any Company; provided, however, that the Purchasers may disclose confidential information (i) to their attorneys, accountants, consultants and other Credit Party but only professionals to the extent the Administrative Agent, such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available necessary to obtain their services in connection with matters related to the Administrative AgentCompany; (ii) to any prospective purchaser of any Registrable Securities from either Purchaser, any Lender, if such prospective purchaser agrees to be bound by the L/C Issuer or provisions of this Section 5; (iii) to any of their respective Affiliates or their or such Affiliates’ general or limited partners, members, stockholders, employees, officers or directors, in the ordinary course of business, provided that the applicable Purchasers informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order, arbitration order or subpoena, provided that the applicable Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Purchasers acknowledge and agree that the securities laws of the United States and other jurisdictions contain prohibitions on a non-confidential basis from a source other than the Borrowertrading in the securities of the Company while in possession of material nonpublic information regarding the Company, and agree to comply with such restrictions.

Information and Confidentiality. Each The Company shall provide to Purchaser all information and documentation reasonably requested by Purchaser, within the periods reasonably requested by Purchaser, as is necessary for the Purchaser to complete and file all public filings required to be made by Purchaser under applicable Law and the rules and regulations of the Administrative AgentSecurities Exchange Commission. The Purchaser agrees that it will keep confidential and will not disclose or divulge any confidential information obtained from the Company pursuant to the terms of this Agreement, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed unless such confidential information (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) known or becomes known to the extent requested by any regulatory authority purporting to have jurisdiction over it public in general (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 5 by the Purchaser), (b) is or other confidentiality obligations owing has been independently developed or conceived by the Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Borrower or Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants and other Credit Party but only professionals to the extent necessary to obtain their services in connection with matters related to the Administrative AgentCompany; (ii) to any prospective purchaser of any Registrable Securities from the Purchaser, if such Lender prospective purchaser agrees to be bound by the provisions of this Section 5; (iii) to any Affiliate or its or their general or limited partners, members, stockholders, employees, officers or directors, in the ordinary course of business, provided that the Purchaser informs such L/C Issuer has actual knowledge person that such information is confidential and directs such person to maintain the confidentiality of such other confidentiality obligations information; or (yiv) becomes available as may otherwise be required by law, regulation, rule, court order, arbitration order or subpoena, provided that the Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the Administrative Agentextent of any such required disclosure. The Purchaser acknowledges and agrees that the securities laws of the United States and other jurisdictions contain prohibitions on the trading in the securities of the Company while in possession of material nonpublic information regarding the Company, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowerand agrees to comply with such restrictions.

Information and Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, representatives and representatives any insurer or reinsurer (solely to the extent required in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Credit Agreement) on a need-to-know basis (it being understood that (x) the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, (y) the Administrative Agent, such Lender or the L/C Issuer shall be responsible for its Affiliates’ and its and their Affiliate’s respective partners, directors, officers, employees, agents, trustees, advisors and representatives compliance with this Section 11.07 and (z) unless the Borrower has otherwise consented, no disclosure shall be made to any Disqualified Institution), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case the Administrative Agent, such Lender or the L/C Issuer shall, except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, (i) to the extent practicable and permitted by Law, notify the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal processprocess (in which case the Administrative Agent, such Lender or the L/C Issuer shall (i) to the extent practicable and permitted by Law, notify the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or other confidentiality obligations owing to the Borrower or any other Credit Party but only to the extent the Administrative Agent, such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of any Requirement of Law to a Governmental Authority without any notification to any Person.

Information and Confidentiality. (a) Each party shall be given access to information, including Confidential Information as described below, by the other party, that the receiving party requires, to use in order to fully perform its obligations under this agreement. Each party shall: (a) hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, and shall use the other's Confidential Information only for the purpose of the Administrative Agentfull implementation of this Agreement; (b) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed other than as required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that it gives the Lenders other party as much notice of such disclosure as possible and takes into account the L/C Issuer agrees reasonable requests of the other party in relation to the content of such disclosure. Customer acknowledges that this Agreement (including any amendments), any Quotations, any and all correspondence between the parties relating to the existence or substance of this Agreement, results, tests, derivatives and modifications to the Services and Deliverables, and anonymized data recorded in IT systems' logs of the Customer covering the operation and performance of the Deliverables, and Optellum intellectual property, constitute Optellum's proprietary and Confidential Information. Optellum and Customer acknowledge that this Agreement (including any amendment or addenda), any Quotations, any and all correspondence between the parties relating to the existence or substance of this Agreement, results, tests, derivatives and modifications to the Services and Deliverables, studies, anonymized data recorded in Customer IT systems' logs of the operation and performance of the Deliverables, fundraising and marketing information, information that is confidential by its nature, and information which relates to medical information concerning Customer’s patients and patient records, whether such Confidential Information is written, oral, fixed in hard copy, or contained in any computer data base or computer readable form, as well as any identified a confidential or proprietary by Customer shall constitute Confidential Information. This provision shall not apply to Confidential Information, (a) after it becomes publicly available through no fault of the receiving party; (b) which is later publicly released by the disclosing party in writing; (c) which is lawfully obtained from a third party without restriction; or (d) which can be shown by credible written evidence to be previously known or developed by the receiving party independently of the disclosing party. (b) The receiving party will at all times maintain the confidentiality of the Confidential Information, using the same degree of care that receiving party uses to protect its own confidential information, but in any event not less than reasonable care. Confidential Information (as defined below)shall not be used by the receiving party except in the performance of this Agreement, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directorsthen only by those members, officers, employees, agents, trustees, advisors directors affiliates and representatives (it being understood that the Persons to whom such disclosure is made will be informed employees of the confidential nature of such Information receiving party who have a need to know and instructed to keep such Information confidential)use the Confidential Information. Save as agreed in writing, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) a receiving party shall not disclose to any other third party hereto, (e) any such Confidential Information unless such third party is a User or service provider performing services as permitted in connection with the exercise this Agreement and is bound by an obligation of confidentiality for such Confidential Information that is no less restrictive than those contained in this Agreement. Nothing set forth herein shall operate to prohibit or prevent receiving party from disclosing Confidential Information pursuant to any remedies hereunder judicial or under any other Credit Document government request, legal requirement or any action or proceeding relating court order, provided that receiving party takes reasonable steps to this Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunderprovide disclosing party with sufficient prior notice in order to allow disclosing party to contest such request, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant inrequirement, or court order. Receiving party shall be liable and responsible for any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Credit Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 committed by any agents, consultants, contractors, subcontractors or other representatives used herein by receiving party, and receiving party agrees and shall ensure that each such service provider executes a confidentiality obligations owing to the Borrower or any other Credit Party but only to the extent the Administrative Agent, such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other agreement with terms no less restrictive than the Borrowerthose contained in this Agreement.