Complete Disclosure. All factual information (other than the Projections, forward-looking information, other projections, budgets, estimates and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished by or on behalf of Parent or any of its Restricted Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished), was, when furnished (whether before or after the Sixth Restatement Effective Date) and taken as a whole, true and accurate, in all material respects, and did not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent prior to the Sixth Restatement Effective Date, and such additional Projections delivered to Agent in connection with the Loan Documents have been prepared in good faith based upon assumptions believed by Parent to be reasonable at the time such Projections were prepared (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Parent and its Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). The information included in any Beneficial Ownership Certification delivered under this Agreement is true and correct in all respects on the date on which such Beneficial Ownership Certification is delivered.
Disclosure Updates. Each Loan Party will, promptly and in no event later than five Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report (in each case other than any Projections, forward-looking information, other projections, budgets, estimates and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished to Agent or the Lenders in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished) contained, at the time it was furnished and taken as a whole, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.
Permitted Disclosure. Nothing in this Agreement shall prohibit or restrict the Executive from lawfully # initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or
Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and [[Organization C:Organization]] has complied with, all applicable law with respect to the making of the Mortgage Loans. [[Organization C:Organization]] shall maintain such statement in the Mortgage File.
Unauthorized Disclosure. During the period of the Employee’s employment with the Company and for 3 years following any Termination of Employment, without the prior written consent of the Company, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, in which event, the Employee shall use the Employee’s best efforts to consult with the Company prior to responding to any such order or subpoena, and except as required in performance of the Employee’s duties hereunder, the Employee shall not use for the benefit of, or disclose to, any Person other than the Company any documents or information, whether written or not, that come into his possession or knowledge during his course of employment with the Company, including without limitation the identity, borrowing arrangements, financial and business conditions and goals and operations of customers of the Company and the Company’s business methods, business records, documentation, sales, services and techniques (collectively, “Confidential Information”), unless such Confidential Information has been previously disclosed to the public generally or is in the public domain, in each case, other than by reason of the Employee’s breach of this Section 4(a).
Each Loan Party agrees to reasonably cooperate with any request of [[Organization B:Organization]] during the Term to exhibit and deliver to [[Organization B:Organization]] and each [[Organization C:Organization]] copies of any of such Loan Party's financial statements, trial balances or other accounting records in an accountant's or auditor's possession as is commercially reasonable, and to disclose to [[Organization B:Organization]] and each [[Organization C:Organization]] any information such accountants may have concerning such Loan Party's financial status and business operations, except as to any matters that may be legally privileged or subject to any obligation of confidentiality or non-disclosure on the part of any Loan Party under Applicable Laws. Each Loan Party hereby agrees to reasonably cooperate with any request of [[Organization B:Organization]] to authorize all Governmental Bodies (and agrees to enter into any document and/or instrument to implement such authorization) to furnish to [[Organization B:Organization]] and each [[Organization C:Organization]] copies of reports or examinations relating to such Loan Party, whether made by such Loan Party or otherwise; however, [[Organization B:Organization]] and each [[Organization C:Organization]] will attempt to obtain such information or materials directly from such Loan Party prior to obtaining such information or materials from such accountants or Governmental Bodies.
Disclosure Schedules. The Disclosure Schedules shall be finalized by the Parties and satisfactory to Purchaser in its sole discretion.
Non-Disclosure. The Executive covenants and agrees that Executive will not at any time, either during the Term or thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential and Proprietary Information (as defined herein), other than to # Executive’s attorney or spouse in confidence, # while employed by the Company, in the business and for the benefit of the Company, or # when required to do so by a court of competent jurisdiction, any government agency having supervisory authority over the business of the Executive or the Company or any administrative body or legislative body, including a committee thereof, with jurisdiction.
Prohibited Disclosure. At no time during the Term of this Agreement or after the date that this Agreement shall terminate shall Provider or Provider Professionals or any other employees or agents of Provider, disclose to anyone, other than its attorneys, accountants, or other financial advisors, any financial or proprietary information (the “Confidential Information”) of Manager. Provider agrees that it will not disclose any Confidential Information of Manager without Manager’s express written authorization, such Confidential Information will not be used in any way directly or indirectly detrimental to Manager, and Provider will keep the Confidential Information of Manager confidential and will ensure that its advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that Provider may disclose Confidential Information to those of its representatives who need to know Confidential Information for the purposes of this Agreement, provided that Provider shall inform its representatives of the confidential nature of the Confidential Information. Provider agrees to be responsible for any breach of this Section by its advisors or representatives. This provision shall survive termination of this Agreement.
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, research programs and results, data, scientific concepts, inventions and technical information (collectively, "Company IP"), business and marketing plans, strategies, customer information, other information concerning the Company’s research and development activities, products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that # the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and # the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which # the Director demonstrates to the reasonable satisfaction of the Company that the materials are useful to his defense in the litigation and # the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.
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