AMED » Topics » Section 9.15 Confidentiality .

This excerpt taken from the AMED 10-Q filed Aug 9, 2005.

Section 9.15 Confidentiality.

 

The Administrative Agent and each of the Lenders agrees that during the Commitment Period and for one year thereafter, without the prior consent of the Borrower, it will use its best efforts not to disclose any information with respect to the Credit Parties which is furnished pursuant to this Credit Agreement, any other Credit Document or any documents contemplated by or referred to herein or therein and which is designated by the Borrower to the Lenders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Lender may disclose any such information (a) to its employees, Affiliates, auditors and counsel or to another Lender, (b) as has become generally available to the public other than by a breach of this Section 9.15, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or

 

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claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the OCC or the NAIC or similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Lender, (e) to any prospective Participant or assignee or pledgee in connection with any contemplated transfer pursuant to Section 9.6; provided that such prospective transferee shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Credit Agreement, (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications, (g) in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with the Credit Documents or any Secured Hedging Agreement, (h) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.15), (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (j) to a Person that is an investor or prospective investor in a Securitization (as defined below) that agrees that its access to information regarding the Borrower and the Loans is solely for purposes of evaluating an investment in such Securitization; provided that such Person shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, or (k) to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization; provided that such Person shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Agreement. For purposes of this Section “Securitization” shall mean a public or private offering by a Lender or any of its affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized in whole or in part by, the Loans.

 

This excerpt taken from the AMED 8-K filed Jul 12, 2005.

Section 9.3 Confidentiality

 

Prior to the Closing, the Purchaser shall maintain all nonpublic information regarding the Company (with respect to the period prior to the Closing Date) and the Sellers and their respective Affiliates confidential in a manner consistent with the obligations of the Purchaser pursuant to the Confidentiality Agreement. For a period of five years after the date of this Agreement, the Sellers (and the Company, but only until the Closing) agree to maintain all nonpublic information regarding the Company or any Subsidiary (with respect to the period prior to the Closing Date) and the Purchaser and its Affiliates confidential and not to waive or release any obligation of confidentiality owing to the Company or any Subsidiary. Sellers and the Stockholders’ Representative shall maintain the confidence of all information concerning the Company that they receive pursuant to Section 1.6 or 5.6 or Article VI. The foregoing obligations shall not extend to information that (i) is required to be disclosed to regulators, (ii) becomes public through no fault of the Party that is obligated to keep it confidential, (iii) becomes available to such Party from a third party that has no obligation of confidentiality to the Company, a Subsidiary or Purchaser, or (iv) is required to be disclosed by subpoena or other legal process, but in that case the compelled Party shall give the other Parties reasonable notice, prior to making the disclosure, of such subpoena or other legal process.

 

EXCERPTS ON THIS PAGE:

10-Q
Aug 9, 2005
8-K
Jul 12, 2005
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