Common use of Information and Confidentiality Clause in Contracts

Information and Confidentiality. Where a Party makes any calculation of costs or damages under this Agreement, such Party shall provide, upon the reasonable request of the other Party, documentation supporting such calculation. Neither Party shall disclose or otherwise make available to any other party any information of a technical, commercial or business nature regarding the Project or this Agreement that has been marked or identified as confidential or proprietary ("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 administration of this Agreement, the issuance of debt or equity or other financing activities of Seller or its affiliate, or the performance of any duties relating to this Agreement; (b) Purchaser may provide Confidential Information to its advisors, employees, officers, directors and Lenders to the extent reasonably required in connection with the 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 (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 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 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 such disclosure. The provisions of this Section 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 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 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 costs arising from or related to defending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such refusal shall be obtained before Seller can be liable under this Section 26. In addition, the 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 is exempt from disclosure under other applicable Florida law.

Information and Confidentiality. Where a Party makes any calculation of costs or damages 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 this Agreement, such Party shall provide, upon applicable Law and the reasonable request rules and regulations of the other Party, documentation supporting such calculationSecurities Exchange Commission. Neither Party shall The Purchaser agrees that it will keep confidential and will not disclose or otherwise make available to divulge any other party any confidential information of a technical, commercial or business nature regarding obtained from the Project or this Agreement that has been marked or identified as confidential or proprietary ("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 Company pursuant to the extent reasonably required in connection with the administration terms of this Agreement, unless such confidential information (a) is known or becomes known to the issuance public in general (other than as a result of debt or equity or other financing activities a breach of Seller or its affiliatethis Section 5 by the Purchaser), or the performance of any duties relating to this Agreement; (b) is or 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 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 provide Confidential Information disclose confidential information (i) to its advisorsattorneys, employeesaccountants, officers, directors consultants and Lenders other professionals to the extent reasonably required necessary to obtain their services in connection with matters related to the administration of this Agreement or the performance Company; (ii) to any prospective purchaser of any Registrable Securities from the Purchaser, if 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 (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 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 prospective purchaser agrees 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 Party; (ii) is, or later becomes, public knowledge without breach of this Agreement by the receiving Party5; (iii) was received by to any Affiliate or its or their general or limited partners, members, stockholders, employees, officers or directors, in the receiving Party from a third party without obligation ordinary course of confidentialitybusiness, provided that the Purchaser informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; 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 may otherwise be required by a valid law, regulation, rule, court order, arbitration order or subpoena, provided that the Purchaser promptly notifies the Company of a court or Governmental Body, the Party subject such disclosure and takes reasonable steps to such requirement may disclose Confidential Information to minimize 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 of any such required disclosure. The provisions of this Section 26 shall continue in effect until three years after Purchaser acknowledges and agrees that the end securities laws of the Operating Period. The Parties understand that under United States and other jurisdictions contain prohibitions on the Florida Public Records Law (Section 119.10, Florida Statutes), any Party or 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 Parties agree that trading in the event Purchaser securities of the Company while in an attempt possession of material nonpublic information regarding the Company, and agrees 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 costs arising from or related to defending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such refusal shall be obtained before Seller can be liable under this Section 26. In addition, the 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 is exempt from disclosure under other applicable Florida lawrestrictions.

Information and Confidentiality. Where a Party makes 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 calculation of costs or damages under this Agreementregulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such Party shall provideas the National Association of Insurance Commissioners), upon (c) to the reasonable request of the other Partyextent required by applicable Laws or regulations or by any subpoena or similar legal process, documentation supporting such calculation. Neither Party shall disclose or otherwise make available (d) to any other party any information of a technicalhereto, commercial or business nature regarding the Project or this Agreement that has been marked or identified as confidential or proprietary ("Confidential Information"e) 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 administration of this Agreement, the issuance of debt or equity or other financing activities of Seller or its affiliate, or the performance exercise of any duties remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement; Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (bf) Purchaser may provide Confidential Information 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, employees, officers, directors and Lenders (g) on a confidential basis to (i) any rating agency in connection with rating the extent reasonably required Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the administration issuance and monitoring of this Agreement CUSIP numbers or other market identifiers with respect to the performance credit facilities provided hereunder, (h) with the consent of any the Borrower or (i) to the extent such Person's duties relating to this Agreement; Information (cx) 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 becomes publicly available other than as may be required by any applicable Law, regulation or governmental order; and (e) any Party (or its affiliate) may disclose such Confidential Information to any person or entity succeeding to all or substantially all the assets a result of 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 breach of this Section 26. Confidential Information shall not include information that: (i) 11.07 or other confidentiality obligations owing to the receiving Borrower or any other Credit Party can demonstrate was known to it prior to its disclosure by the other 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 but only to the extent so requiredthe Administrative Agent, but shall promptly notify such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the other Party and shall cooperate with the other Party's efforts to obtain protective orders or similar restraints with respect to such disclosure. The provisions of this Section 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)Administrative Agent, any Party or 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 mindLender, the 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 L/C Issuer or any affiliate of Seller and is forced to defend its actions in their respective Affiliates on a court of competent jurisdiction, Seller shall indemnify, defend, and hold Purchaser harmless non-confidential basis 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 a source other costs arising from or related to defending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such refusal shall be obtained before Seller can be liable under this Section 26than the Borrower. In addition, the 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 is exempt from disclosure under other applicable Florida law.141

Information and Confidentiality. Where a Party makes 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 calculation of costs or damages under this Agreementregulatory authority purporting to have jurisdiction over it 123 (including any self-regulatory authority, such Party shall provideas the National Association of Insurance Commissioners), upon (c) to the reasonable request of the other Partyextent required by applicable Laws or regulations or by any subpoena or similar legal process, documentation supporting such calculation. Neither Party shall disclose or otherwise make available (d) to any other party any information of a technicalhereto, commercial or business nature regarding the Project or this Agreement that has been marked or identified as confidential or proprietary ("Confidential Information"e) 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 administration of this Agreement, the issuance of debt or equity or other financing activities of Seller or its affiliate, or the performance exercise of any duties remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement; Credit Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (bf) Purchaser may provide Confidential Information 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, employees, officers, directors and Lenders (g) on a confidential basis to (i) any rating agency in connection with rating the extent reasonably required Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the administration issuance and monitoring of this Agreement CUSIP numbers or other market identifiers with respect to the performance credit facilities provided hereunder, (h) with the consent of any the Borrower or (i) to the extent such Person's duties relating to this Agreement; Information (cx) 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 becomes publicly available other than as may be required by any applicable Law, regulation or governmental order; and (e) any Party (or its affiliate) may disclose such Confidential Information to any person or entity succeeding to all or substantially all the assets a result of 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 breach of this Section 26. Confidential Information shall not include information that: (i) 11.07 or other confidentiality obligations owing to the receiving Borrower or any other Credit Party can demonstrate was known to it prior to its disclosure by the other 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 but only to the extent so requiredthe Administrative Agent, but shall promptly notify such Lender or such L/C Issuer has actual knowledge of such other confidentiality obligations or (y) becomes available to the other Party and shall cooperate with the other Party's efforts to obtain protective orders or similar restraints with respect to such disclosure. The provisions of this Section 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)Administrative Agent, any Party or 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 mindLender, the 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 L/C Issuer or any affiliate of Seller and is forced to defend its actions in their respective Affiliates on a court of competent jurisdiction, Seller shall indemnify, defend, and hold Purchaser harmless non-confidential basis 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 a source other costs arising from or related to defending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such refusal shall be obtained before Seller can be liable under this Section 26. In addition, than the 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 is exempt from disclosure under other applicable Florida lawBorrower.

Information and Confidentiality. Where a Party makes TEMPUS will furnish SOUTHWIND with such information regarding the business and financial condition of TEMPUS as reasonably requested and such information will be, to the best of TEMPUS’s knowledge, accurate and complete in all material respects at the time furnished. TEMPUS will promptly notify SOUTHWIND if it learns of any calculation material misstatement in, or material omissions from, any information previously delivered to SOUTHWIND. SOUTHWIND may rely, without independent verification, on the accuracy and completeness of costs all information furnished by TEMPUS or damages under any other potential party to any Financing Transaction. TEMPUS acknowledges that SOUTHWIND will not be responsible for independently verifying the accuracy of such information, and shall not be liable for any inaccuracies therein. In connection with the services to be provided pursuant to this Agreement, such Party shall providecertain confidential, upon the reasonable request of the other Party, documentation supporting such calculation. Neither Party shall disclose or otherwise make available to any other party any non-public information of a technical, commercial or business nature regarding the Project or this Agreement that concerning TEMPUS (“Confidential Information”) has been marked or identified as confidential or proprietary ("Confidential Information") without the prior written consent of the other Party, except that (a) Seller may be disclosed to SOUTHWIND or its affiliate may provide Confidential Information to its or any such affiliate's prospective Lenders, underwriters, investors, affiliates, advisors, employees, officers attorneys, advisors and directors affiliates (“SOUTHWIND Representatives”). SOUTHWIND agrees to the extent reasonably required in connection with the administration of this Agreement, the issuance of debt or equity or other financing activities of Seller or its affiliate, or the performance of any duties relating to this Agreement; (b) Purchaser may provide Confidential Information to its advisors, employees, officers, directors and Lenders to the extent reasonably required in connection with the 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 treat any such Confidential Information as confidential and will use all reasonable efforts not to disclose such Confidential Information except to any potential party to a Transaction under customary assurances of confidentiality, to SOUTHWIND Representatives, as may be required by any applicable Law, regulation law or governmental order; and (e) any Party (or its affiliate) may disclose such as consented to by TEMPUS. The term “Confidential Information to any person or entity succeeding to all or substantially all the assets of 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 Information” does not include information thatany information: (ia) the receiving Party can demonstrate that was known already in SOUTHWIND’s possession, or that was available to it SOUTHWIND on a non-confidential basis, prior to its the time of disclosure by the other PartyTEMPUS to SOUTHWIND; (iib) is, or later becomes, public knowledge without breach of this Agreement obtained by the receiving Party; (iii) was received by the receiving Party SOUTHWIND from a third party without obligation of confidentialityperson which, to SOUTHWIND’s knowledge, is not subject to any prohibition against disclosure; or (ivc) which 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 becomes generally available 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 such disclosure. The provisions public through no fault of this Section 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 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 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 SOUTHWIND 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 costs arising from or related to defending any lawsuit bought pursuant to Chapter 119, Florida Statutes; provided, however, Seller's consent with such refusal shall be obtained before Seller can be liable under this Section 26. In addition, the 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 is exempt from disclosure under other applicable Florida lawSOUTHWIND Representative.