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14.7.8 Confidentiality.
(a)
A Limited Partner's rights to arenx or receive any information about the Partnership or
its business including, without limitation, (i) information to which a Limited Partner is
provided access pursuant to 14.2, (ii) financial statements, reports and other information
provided pursuant to 14.3, (iii) the offering documents for the Partnership, this
Agreement, any subscription agreement and any other related agreements, (iv) any
documents or information provided to the Partnership by the Underlying Fund or any of
its Affiliates, and (v) any information provided to any Limited Partner pursuant to a Side
Letter or otherwise provided to a Limited Partner by the General Partner or its Affiliates,
(the information in (i) through (v). the -Partnership Information"), arc conditioned on
such Limited Partner's agreement, willingness and ability to assure that the Partnership
Information will be used solely by such Limited Partner for purposes reasonably related
to such Limited Partner's interest as a Limited Partner, and that such Partnership
Glendower Accetec Secondary Opportunities IV (U.S.). L.P.
Amended and Ratided limited Partnership Agreanenl
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0039613
CONFIDENTIAL
SDNY GM_00185797
EFTA01354972
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METADATA_SOURCE: IMAGES0023
METADATA_FILENAME: EFTA01354973.pdf
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GLOUS126 Pacific Life Insurance Co
Proprietary and Confidential
Information will not become publicly available as a result of such Limited Partner's
rights to access or receive such Partnership Information.
(b)
Each Limited Partner acknowledges and agrees that the Partnership Information
constitutes a valuable trade secret of the Partnership (or of the Underlying Fund to the
extent such Partnership Information relates to the Underlying Fund) and agrees to
maintain any Partnership Information provided to it in the strictest confidence and not to
disclose the Partnership Information to any person other than to its officers, fiduciaries,
employees, agents, consultants, auditors, counsel or other professional advisors, who
have a business need to know such Partnership Information, who have been informed of
the confidential nature of such Partnership Information, and who are, either by the nature
of their positions or duties or pursuant to written agreement, subject to substantially
equivalent restrictions with respect to the use and disclosure of the Partnership
Information as are set forth in this Agreement. Notwithstanding the foregoing, each
Limited Partner and each Limited Partner's employees, representatives and other agents,
may disclose to their professional advisors (including, without limitation, their attorneys
and accountants) or to the U.S. Internal Revenue Service or other U.S. taxing authority,
without limitation of any kind, the U.S. federal and state income and franchise tax
treatment and U.S. federal and state income and franchise tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax
analyses) that are provided to such Limited Partner relating to such tax treatment or tax
structure insofar as such treatment and/or structure relates to a U.S. federal or state
income or franchise tax strategy provided to such Limited Partner, provided, however,
that no Limited Partner (and no employee, representative or other agent thereof) shall
disclose any other information that is not relevant to understanding the tax treatment or
tax structure of such transaction (including the identity of the 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 violation of any U.S. federal or
state securities law. With respect to any Limited Partner, the obligation to maintain the
Partnership Information in confidence shall not apply to any Partnership Information
(i) that becomes publicly available (other than by reason of a disclosure by a Limited
Partner), (ii) the disclosure of which has been consented to by the General Partner in
writing or (iii) the disclosure of which is required by a court of competent jurisdiction or
other governmental authority or otherwise as required by law. Before any Limited
Partner discloses Partnership Information pursuant to clause (iii), such Limited Partner
shall promptly, and in any event prior to making any such disclosure, notify the General
Partner of the court order, subpoena, interrogatories, government order or other reason
that requires disclosure of the Partnership Information so that the General Partner may
seek a protective order or other remedy to protect the confidentiality of the Partnership
Information or waive compliance with this Agreement. Such Limited Partner shall also
consult with the General Partner on the advisability of taking steps to eliminate or narrow