Section Confidentiality. The Lessor Parties agree to take normal and reasonable precautions in accordance with their normal procedures and exercise due care to maintain the confidentiality of all information relating to the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was or becomes generally available to the public other than as a result of a disclosure by the Lessor Parties, or (b) was or becomes available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information (i) at the request or pursuant to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunder.
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 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. 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. Agent and each Lender agrees to exercise its reasonable efforts to keep any information delivered or made available by any Loan Party to it which is confidential information, confidential from anyone other than Persons employed or retained by such Lender who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans; provided that nothing herein shall prevent Agent or any Lender from disclosing confidential information (a) to Agent or any Lender, (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority having jurisdiction over such Lender, (d) which has been publicly disclosed, (e) in connection with any litigation to which Agent, any Lender or their respective Affiliates may be a party, (f) to the extent reasonably required in connection with the exercise of any right or remedy under the Loan Documents, (g) to such Lender's legal counsel and independent auditors, and (h) to any actual or proposed participant or Assignee of all or part of its rights hereunder, so long as such actual or proposed participant or Assignee agrees to be bound by the provisions of this Section 13.20. A.
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.
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. 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. 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.
