Section Confidentiality. Each Originator shall maintain and shall cause each of its respective employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Agent and the Conduits and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Originator and its officers and employees may disclose such information to such Originator's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding. (h) (i) In the event that any Originator provides to Buyer, the Agent or any Purchaser information belonging to such Originator, Buyer, the Agent and the Purchasers shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the information which (i) are disclosed to Buyer, the Agent, the Financial Institutions or Conduits by each other, (ii) are disclosed by Buyer, the Agent or the Purchasers to any prospective or actual assignee or participant of any of them, (iii) are disclosed by the Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Conduits or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, (iv) are in the public domain, (v) hereafter become part of the public domain without Buyer, the Agent or the Purchasers breaching their obligation of confidence to such Originator, (vi) are previously known by Buyer, the Agent or the Purchasers from some source other than such Originator, (vii) are hereafter obtained by or available to Buyer, the Agent or the Purchasers from a third party who owes no obligation of confidence to such Originator with respect to such information or through any other means other than through disclosure by such Originator, (viii) are disclosed with such Originators consent, (ix) must be disclosed to any Governmental Authority regulating the activities of Buyer, the Agent or the Purchasers, or (x) as may be required by law or regulation or order of any Governmen...
Section Confidentiality. The Administrative Agent and each Bank agree to keep any information delivered or made available by the Borrower pursuant to this Agreement confidential from anyone other than persons employed or retained by such Bank and its affiliates who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby, provided that nothing herein shall prevent any Bank from disclosing such information (a) to any other Bank or to the Administrative Agent, (b) to any other Person if reasonably incidental to the administration of the credit facility contemplated hereby, (c) upon the order of any court or administrative agency, (d) upon the request or demand of any regulatory agency or authority, (e) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Bank prohibited by this Agreement, (f) in connection with any litigation to which the Administrative Agent, any Bank or its subsidiaries or Parent may be a party, (g) to the extent necessary in connection with the exercise of any remedy hereunder, (h) to such Bank's or Administrative Agent's legal counsel and independent auditors and (i) subject to provisions substantially similar to those contained in this Section 9.08, to any actual or proposed Participant or Assignee.
Section Confidentiality. Notwithstanding anything to the contrary contained in this Agreement or any other Financing Document, each of the parties hereto agrees, and each successor or assignee thereof, by becoming a party hereto, shall be deemed to have agreed, to keep confidential (and to cause its officers, directors, employees, agents, representatives and Affiliates to keep confidential) any information which is obtained pursuant to the terms of this Agreement or the other Financing Documents and is marked "confidential" (collectively, the "CONFIDENTIAL MATERIALS"), except that each such party shall be permitted to disclose the Confidential Materials (a) to its officers, directors, employees, agents, representatives and Affiliates, (b) to its attorneys, accountants and financial, insurance and other independent advisors who have a need for such information (provided such persons are informed of the confidential nature of the Confidential Materials and the restrictions imposed by this Section), (c) to the extent required by Applicable Law (including, without limitation, in making filings with any Governmental Authority and disclosures by the Lenders to bank or securities examiners and regulatory officials upon their request or demand), (d) in response to any subpoena or other legal process (in which event such party shall promptly notify the Borrower in advance of any such requirement), (e) to the extent such Confidential Materials become publicly available other than a result of a breach of the provisions of this Section, (f) to the extent the Borrower shall have consented to such disclosure in writing and (g) to any Lender's assignee or any proposed assignee or participant of a Lender which agrees in writing to be bound by the terms of this Section as if it were a Lender party to this Agreement.
Section Confidentiality. Each of Agent, Co-Agent, Managing Agent and each Bank (each a "Confidentiality Party") agrees that all documentation and other information made available by the Borrower to such parties under the terms of this Agreement shall (except to the extent required by legal or governmental process or otherwise by law, or if requested by any duly constituted state or federal bank regulatory agency, or if such documentation and other information is publicly available or hereafter becomes publicly available other than by action of such Confidentiality Party, or was theretofore known to such party independent of any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the Borrower; provided that (i) such Confidentiality Party may disclose such documentation and other information to any other bank to which such Confidentiality Party sells or proposes to sell a participation in its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of the Borrower to comply with the provisions of this Section; (ii) such Confidentiality Party may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Loans to any purchaser or potential purchaser of such party's interest in any Loan, and (iii) such Confidentiality Party may disclose such documentation and other information to any officer, director, agent, employee, attorney or other advisor of such party, with a need to know such information for the purpose of administering this agreement, so long as such individual is obligated to comply with the provisions of this Section. K.
Section Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates ' directors, officers, employees and agents, including accountants, legal counsel and other advisors (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, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to a written agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower, its Subsidiaries or their businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Section Confidentiality. If for any reason the transactions contemplated by this Agreement are not consummated, each of the parties hereto shall keep confidential any information obtained from any other party (except information publicly available or in such party's domain prior to the date hereof, and except as required by court order) and shall promptly return to the other parties all schedules, documents, instruments, work papers or other written information without retaining copies thereof, previously furnished by it as a result of this Agreement or in connection herein.
Section Confidentiality. Between the date of this Agreement and the Closing Date, the Investor and the Company will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of the Investor and the Company to maintain in confidence, and not use to the detriment of another party or the Company any written, oral, or other information obtained in confidence from another party or the Company in connection with this Agreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. 1.6 1.7 If the Contemplated Transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. Whether or not the Closing takes place, the Company waives, and will upon the Investor's request cause the Company to waive, any cause of action, right, or claim arising out of the access of the Investor or its representatives
Section Confidentiality. All materials and information obtained by any Shareholder pursuant to Section 7.1 hereof shall be kept confidential and shall not be disclosed to any third party except (a) as has become generally available to the public (other than through disclosure by such Shareholder in contravention of this Agreement), (b) to such Shareholder's directors, officers, trustees, partners, employees, agents, and professional consultants on a need to know basis, (c) to any other holder of shares of Common Stock, (d) to any Person to which such Shareholder offers to sell or transfer any shares of Common Stock, provided that the prospective transferee shall agree to be bound by the provisions of this Section 7.2, (e) in any report, statement, testimony or other submission to any governmental authority having or claiming to have jurisdiction over such Shareholder, or (f) in order to comply with any law, rule, regulation, or order applicable to such Shareholder, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to such Shareholder in the course of any litigation, investigation or administrative proceeding.
Section Confidentiality. The Administrative Agent and each Bank shall use reasonable efforts to assure that information about Borrower, EOPT and its Subsidiaries and Investments Affiliates, and the Properties thereof and their operations, affairs and financial condition, not generally disclosed to the public, which is furnished to Administrative Agent or any Bank pursuant to the provisions hereof or any other Loan Document is used only for the purposes of this Agreement and shall not be divulged to any Person other than the Administrative Agent, the Banks, and their affiliates and respective officers, directors, employees and agents who are actively and directly participating in the evaluation, administration or enforcement of the Loan and other transactions between such Bank and the Borrower, except: (a) to their attorneys and accountants, (b) in connection with the enforcement of the rights and exercise of any remedies of the Administrative Agent and the Banks hereunder and under the other Loan Documents, (c) in connection with assignments and participations and the solicitation of prospective assignees and participants referred to in Section 9.6 hereof, who have agreed in writing to be bound by a confidentiality agreement substantially equivalent to the terms of this Section 9.15, and (d) as may otherwise be required or requested by any regulatory authority having jurisdiction over the Administrative Agent or any Bank or by any applicable law, rule, regulation or judicial process. Notwithstanding anything herein to the contrary, "information" shall not include, and the Administrative Agent and each Bank may disclose without limitation of any kind, any information with respect to the "tax treatment" and "tax structure" (in each case within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions and tax analyses) that are provided to the Administrative Agent or such Bank relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portion of the documents or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby. The Administrative Agent and/or the Bank making any such disclosure shall endeavor to no...
Section Confidentiality. The Lenders shall hold all non-public information (which has been identified as such by the Borrower) obtained pursuant to the requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure to any of their examiners, insurers, Affiliates, outside auditors, counsel and other professional advisors in connection with this Agreement or as reasonably required by any bona fide transferee, participant or assignee or as required or requested by any governmental agency or representative thereof or pursuant to legal process.
