[[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall hold all non-public information obtained by [[Organization B:Organization]], such [[Organization C:Organization]] or such Transferee pursuant to the requirements of this Agreement in accordance with [[Organization B:Organization]]'s, such [[Organization C:Organization]]'s and such Transferee's customary procedures for handling confidential information of this nature; provided, however, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee may disclose such confidential information # to its examiners, Affiliates, outside auditors, counsel and other professional advisors, # to [[Organization B:Organization]], any [[Organization C:Organization]] or to any prospective Transferees provided that such Transferees are bound by the provisions of this [Section 16.15], and # as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that # unless specifically prohibited by Applicable Law, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information # by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a [[Organization C:Organization]] or a Transferee by such Governmental Body) or # pursuant to legal process and # in no event shall [[Organization B:Organization]], any [[Organization C:Organization]] or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of [[Organization B:Organization]] or any [[Organization C:Organization]] in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any [[Organization C:Organization]] or by one or more Subsidiaries or Affiliates of such [[Organization C:Organization]] and each Loan Party hereby authorizes each [[Organization C:Organization]] to share any information delivered to such [[Organization C:Organization]] by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such [[Organization C:Organization]] to enter into this Agreement, to any such Subsidiary or Affiliate of such [[Organization C:Organization]], it being understood that any such Subsidiary or Affiliate of any [[Organization C:Organization]] receiving such information shall be bound by the provisions of this [Section 16.15] as if it were a [[Organization C:Organization]] hereunder.
Information Sharing. If Indemnitee is the subject of or is implicated in any way during an investigation, whether formal or informal, the Company shall promptly notify the Indemnitee of such investigation, unless such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency. The Company shall further share with Indemnitee any information it has turned over to any third parties concerning the investigation (Shared Information) at the time such information is so furnished, unless such notice is prohibited by any law, rule, regulation or formal order from a regulatory agency, would breach a confidentiality obligation owed to a third party or would waive the Companys attorney-client privilege. By executing this agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose publicly; provided, however, that Indemnitee is permitted to use the Shared Information and to disclose such Shared information to lndemnitees legal counsel and third parties solely in connection with defending Indemnitee from legal liability.
Sharing of Information. Upon prior notice to [[Organization C:Organization]] (provided that such prior notice shall not be required upon a Default or Event of Default), [[Organization C:Organization]] hereby allows and
Each Bank acknowledges that some of the information furnished to such Bank pursuant to this Agreement may be received by such Bank prior to the time such information shall have been made public, and each Bank agrees that it will keep all such non-public information so furnished confidential and shall make no use of such non-public information until it shall have become public, except # in connection with matters involving operations under or enforcement of this Agreement or the Notes, # in accordance with each Bank’s obligations under law or regulation or pursuant to subpoenas or other process to make information available to governmental or regulatory agencies and examiners or to others, # to each Bank’s Affiliates, employees, agents, directors, officers and representatives (including accountants, legal counsel and other advisors) to the extent such Persons are informed of the confidential nature of such information and are instructed to keep such information confidential, # to Transferees and prospective Transferees and to direct or indirect counterparties in connection with swaps or derivatives so long as such Persons agree to be bound by confidentiality provisions substantially the same as this [subsection 10.12], # with the prior written consent of , # to the Agent, any other Bank or Affiliate thereof (to the extent such Affiliates are informed of the confidential nature of such information and are instructed to keep such information confidential), # if requested or required to do so in connection with any litigation or similar proceeding (in which case such Bank shall promptly notify , in advance, to the extent practicable and permitted by law or regulation), # that has been publicly disclosed other than by reason of disclosure by such Bank or its Affiliates, officer, directors, employees, agents or representatives in breach of this [subsection 10.12], # in connection with the exercise of any remedy hereunder or under any other Loan Document, # to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to received by it from the Agent or any Bank, # on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or # to market data collectors or similar service providers to the lending industry and service providers to the Administrative Agent and in connection with the administration and management of the Loan Documents.
Proprietary Information; Confidentiality. acknowledges that the Property Documents are proprietary and confidential and will be delivered to solely to assist in determining the feasibility of purchasing the Properties. shall not use the Property Documents for any purpose other than as set forth in the preceding sentence and, except as may be required by applicable Law, shall not disclose the contents thereof or the findings or information obtained pursuant to any tests or inspections conducted on the Property pursuant to this Article 4 to any person other than to those persons who are responsible for determining the feasibility of ’s acquisition of the Properties and who have agreed to preserve the confidentiality of such information as required hereby, including without limitation 's attorneys, accountants, and insurance advisors (collectively, “Permitted Outside Parties”); provided, however, shall disclose only such information to a particular Permitted Outside Party as is reasonably necessary for that Permitted Outside Party to perform its role in assisting determine the feasibility of its acquisition of the Properties, and nothing more. At any time and from time to time, within two (2) business days after 's receipt of a written request from , shall deliver to a list of all parties to whom has provided any Property Documents or any information taken from the Property Documents. shall not divulge the contents of the Property Documents or any of the third party reports, investigations and studies and other information except in strict accordance with the confidentiality standards set forth in this Section 4.8. In permitting to review the Property Documents and any other information, has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this Section 4.8 shall survive the termination of this Agreement.
The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to any other party and its representatives reasonable access during normal business hours during the period prior to the Closing Date of the Agreement to its properties, books, contracts, commitments, personnel and records and, during such period, the parties shall, and shall cause each of its officers, employees and representatives to, furnish promptly to any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each party shall provide each other party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, cause its, officers, employees and representatives to, furnish promptly to each party upon its request # a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and # all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.
NOVA shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to UBI and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Acquisition to its properties, books, contracts, commitments, personnel and records and, during such period, NOVA shall, and shall cause its officers, employees and representatives to, furnish promptly to UBI all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NOVA set forth herein and compliance by NOVA of its obligations hereunder, during the period prior to the Effective Time of the Acquisition, UBI shall provide NOVA and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable NOVA to confirm the accuracy of the representations and warranties of UBI set forth herein and compliance by UBI of their obligations hereunder, and, during such period, UBI shall, and shall cause its officers, employees and representatives to, furnish promptly to NOVA upon its request # a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and # all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of NOVA, and UBI will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.
#[[Organization A:Organization]] acknowledges that [[Bank of America:Organization]] has a responsibility to its customers and other consumers using Its services to keep Associate Information, Customer Information and Consumer Information strictly confidential. Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its Representatives, consultants, Affiliates and independent contractors not to disclose Confidential Information of the other Party, including Associate Information,
Subject to Section 5.2(b) and applicable Laws, upon reasonable Notice, Crestwood shall (and shall cause Newco, Newco Service Company and the Contributed Entities to) afford to CEGPS and its Affiliates and its and their officers, employees, counsel, accountants and other authorized representatives and advisors reasonable access, during normal business hours from the Execution Date until the Applicable Closing Date, to the properties, books, Contracts and records of Newco Service Company, the Initial Contributed Entities or Crestwood Pipeline East, as applicable; provided, further, that CEGPS and its Affiliates shall not prior to the Initial Closing # initiate contact with clients, customers, or suppliers of the Contributed Entities for the purpose of discussing the transactions contemplated hereby without the prior written consent of Crestwood (which consent shall not be unreasonably withheld, conditioned, or delayed) or # perform invasive or subsurface investigations of the real property owned or occupied by the Contributed Entities. Crestwood shall have a right to have a representative present at all times of any inspections, interviews and examinations conducted at or in the offices or other facilities or properties of the Contributed Entities. To the fullest extent permitted by Law, neither Crestwood nor any of its Affiliates shall be responsible or liable to CEGPS or any of its Affiliates for injuries sustained by its or their officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2(a), and Crestwood and its Affiliates shall be indemnified and held harmless by CEGPS for any losses suffered by CEGPS, its Affiliates, or its or their officers, employees, counsel, accountants or representatives in connection with any such injuries, including personal injury, death or physical property damage. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF CRESTWOOD OR ITS AFFILIATES (INCLUDING THE CONTRIBUTED ENTITIES), EXCEPTING ONLY INJURIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CRESTWOOD OR ITS AFFILIATES (INCLUDING THE CONTRIBUTED ENTITIES).
Information; Confidentiality; Non-circumvention. The parties agree that any information furnished by the other party or its representatives is solely for the recipient party’s confidential use in connection with the transaction. Except as otherwise required by law, rule, regulations, or judicial or administrative process, neither party will disclose or otherwise refer to confidential information of the other party without the disclosing party’s prior written consent. It is understood that Purchaser may share
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