VMED » Topics » 30.13 Confidentiality

This excerpt taken from the VMED 10-Q filed Aug 7, 2008.

30.13                 Confidentiality

 

(a)           The Facility Agent (in acting as agent for the Finance Parties), the US Paying Agent (in acting as US paying agent for the Lenders to the US Borrower) and the Administrative Agent (in acting as agent for the Lenders) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)           If information is received by another division or department of the Facility Agent, US Paying Agent or the Administrative Agent it may be treated as confidential to that division or department and the Facility Agent, US Paying Agent or the Administrative Agent, as the case may be, shall not be deemed to have notice of it.

 

(c)                                  Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)           Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other

 

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information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

This excerpt taken from the VMED 10-Q filed May 8, 2008.
CONFIDENTIALITY

 

16.1         Without prejudice to his common law duties, the Executive shall not (save in the proper course of his duties, as required by law or as authorised by the Company) use or communicate to any person (and shall prevent the use or communication of) any trade or business secrets or confidential information of or relating to any Group Company (including but not limited to details of actual or potential customers, employees, consultants, suppliers, designs, products, product applications, trade arrangements, terms of business, customer requirements, operating systems, sales information, marketing information or strategies, manufacturing processes, software, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, business plans, financial information, inventions, research and development activities, personal or sensitive personal data and anything marked or treated as confidential) which he creates, develops, receives or obtains while in the service of any Group Company. This restriction shall continue to apply after the termination of the Executive’s employment howsoever arising without limit in time.

 

16.2         Reference to confidential information in this clause 16 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement, information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law. It shall include information in the public domain for so long as the Executive is in a position to use such information more readily than others who have not worked for the Company.

 

16.3         During his employment the Executive shall not make (other than for the benefit of the Company) any record (whether on paper, computer memory, disc or otherwise) relating to any matter within the scope of the business of any Group Company or their customers and suppliers or concerning its or their dealings or affairs or (either during his employment or afterwards) use such records (or allow them to be used) other than for the benefit of the relevant Group Company. All such records (and any copies of them) shall belong to the relevant Group Company and shall be handed over to the Managing Director, HR by the Executive on the termination of his employment or at any time during his employment at the request of the Company.

 

16.4         The Executive shall not during his employment either directly or indirectly publish any opinion, fact or material on any matter within the scope of the business of any

 

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Group Company (whether confidential or not) without the prior written approval of the General Counsel or Chief Executive Officer.

 

16.5         Nothing in this clause shall prevent the Executive from disclosing information which he is entitled to disclose under the Public Interest Disclosure Act 1998 provided that the disclosure is made in the appropriate way to an appropriate person having regard to the provisions of the Act and he has first fully complied with the Company’s procedures relating to such disclosures.

 

17           

This excerpt taken from the VMED 10-Q filed May 10, 2007.

30.13                 Confidentiality

(a)                                  The Facility Agent (in acting as agent for the Finance Parties), the US Paying Agent (in acting as US paying agent for the Lenders to the US Borrower) and the Administrative Agent (in acting as agent for the Lenders) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)                                  If information is received by another division or department of the Facility Agent, US Paying Agent or the Administrative Agent it may be treated as confidential to that division or department and the Facility Agent, US Paying Agent or the Administrative Agent, as the case may be, shall not be deemed to have notice of it.

(c)                                  Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

(d)                                  Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

This excerpt taken from the VMED 8-K filed Apr 5, 2007.

30.13                 Confidentiality

(a)                                  The Facility Agent (in acting as agent for the Finance Parties), the US Paying Agent (in acting as US paying agent for the Lenders to the US Borrower) and the Administrative Agent (in acting as agent for the Lenders) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)                                  If information is received by another division or department of the Facility Agent, US Paying Agent or the Administrative Agent it may be treated as confidential to that division or department and the Facility Agent, US Paying Agent or the Administrative Agent, as the case may be, shall not be deemed to have notice of it.

(c)                                  Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

(d)                                  Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

This excerpt taken from the VMED 8-K filed Jul 13, 2006.

30.13      Confidentiality

 

(a)           The Facility Agent (in acting as agent for the Finance Parties), the US Paying Agent (in acting as US paying agent for the Lenders to the US Borrower) and the Administrative Agent (in acting as agent for the Lenders) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)           If information is received by another division or department of the Facility Agent, US Paying Agent or the Administrative Agent it may be treated as confidential to that division or department and the Facility Agent, US Paying Agent or the Administrative Agent, as the case may be, shall not be deemed to have notice of it.

 

(c)           Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)           Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

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These excerpts taken from the VMED 8-K filed Mar 6, 2006.
Confidentiality

 

Each of the Underwriters agrees that it shall use all non-public information provided to it by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this letter agreement and shall treat confidentially all such information, provided that nothing herein shall prevent any Underwriter from disclosing any such information  (i) to rating agencies, (ii) to purchasers or prospective purchasers of the Notes in connection with an Offering of Notes, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (in which case we agree to promptly notify you to the extent lawfully permitted to do so), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Arranger or any of its affiliates, (v) to the extent that such information becomes publicly available other than by reason of disclosure by such Underwriter in violation of this letter agreement or becomes available to such Underwriter or its affiliates from a source that is not known by such Underwriter to be subject to a confidentiality obligation to you, (vi) to such Underwriter’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information or (vii) to any of its affiliates (with such Underwriter being responsible for such affiliate’s compliance with this paragraph).   This undertaking by

 

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each Underwriter shall automatically terminate one year following the termination of such Underwriter’s engagement hereunder.

 

You agree that you will not disclose this letter agreement, the contents hereof or the activities of any Underwriter pursuant hereto to any person without the prior approval of such Underwriter, except that you may disclose this letter agreement and the contents hereof (i) to your shareholders, directors, employees, advisors and agents or (ii) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are or we are subject.

 

The provisions contained in this paragraph shall remain in full force and effect notwithstanding the termination of this Engagement Letter.

 

6.            

25.12                 Confidentiality

 

(a)                                  The Facility Agent (in acting as agent for the Finance Parties) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)                                  If information is received by another division or department of the Facility Agent it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

 

(c)                                  Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)                                  Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

30.13                 Confidentiality

 

(a)                                  The Facility Agent (in acting as agent for the Finance Parties), the US Paying Agent (in acting as US paying agent for the Lenders to the US Borrower) and the Administrative Agent (in acting as agent for the Lenders) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)                                  If information is received by another division or department of the Facility Agent, US Paying Agent or the Administrative Agent it may be treated as confidential to that division or department and the Facility Agent, US Paying Agent or the Administrative Agent, as the case may be, shall not be deemed to have notice of it.

 

(c)                                  Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)                                  Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

This excerpt taken from the VMED 8-K filed Dec 20, 2005.
Confidentiality

 

Each of the Underwriters agrees that it shall use all non-public information provided to it by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this letter agreement and shall treat confidentially all such information, provided that nothing herein shall prevent any Underwriter from disclosing any such information (i) to rating agencies, (ii) to purchasers or prospective purchasers of the Notes in connection with an Offering of Notes, (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (in which case we agree to promptly notify you to the extent lawfully permitted to do so), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Arranger or any of its affiliates, (v) to the extent that such information becomes publicly available other than by reason of disclosure by such Underwriter in violation of this letter agreement or becomes available to such Underwriter or its affiliates from a source that is not known by such Underwriter to be subject to a confidentiality obligation to you, (vi) to such Underwriter’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information or (vii) to any of its affiliates (with such Underwriter being responsible for such affiliate’s compliance with this paragraph). This undertaking by each Underwriter shall automatically terminate one year following the termination of such Underwriter’s engagement hereunder.

 

You agree that you will not disclose this letter agreement, the contents hereof or the activities of any Underwriter pursuant hereto to any person without the prior approval of such Underwriter, except that you may disclose this letter agreement and the contents hereof (i) to your shareholders, directors, employees, advisors and agents or (ii) as required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you are or we are subject.

 



 

The provisions contained in this paragraph shall remain in full force and effect notwithstanding the termination of this Engagement Letter.

 

6.            

These excerpts taken from the VMED 8-K filed Jan 4, 2005.

24.12      Confidentiality

 

(a)           The Facility Agent and the US Paying Agent (in acting as agent for the Finance Parties) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)           If information is received by another division or department of any Agent, it may be treated as confidential to that division or department and the relevant Agent shall not be deemed to have notice of it.

 

(c)           Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)           Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

29.12      Confidentiality

 

(a)           The Facility Agent (in acting as agent for the Finance Parties) and each of the US Paying Agent and the Administrative Agent (in acting as US paying agent and administrative agent respectively for the Lenders under the B Facility and the C Facility) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

 

(b)           If information is received by another division or department of any Agent, it may be treated as confidential to that division or department and the relevant Agent shall not be deemed to have notice of it.

 

(c)           Notwithstanding any other provision of any Finance Document to the contrary, the Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.

 

(d)           Notwithstanding any other provision of any Finance Document, the parties (and each employee, representative or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transaction, provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment and tax structure of the transaction (including the identity of any party and any information that could lead another to determine the identity of any party), or any other information to the extent that such disclosure could reasonably result in a violation of any applicable securities law.

 

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