premise: The term “Representatives” refers to a Person’s directors, officers, employees, attorneys, accountants, consultants, financial advisors and other agents and representatives. The term “Recipient” shall include  (i) the Recipient,  (ii) its affiliates, subsidiaries, and divisions,  (iii) any Person that directly or indirectly, through intermediaries or otherwise, controls or owns a controlling interest in the Recipient and  (iv) the Representatives of any of the foregoing Persons. ARTICLE II CONFIDENTIALITY Section 2.1 Non-Disclosure and Non-Use Covenants.  As a condition to the Company’s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directly or indirectly, for any purpose other than facilitating discussion with the Company.  Moreover, the Recipient agrees to transmit the Confidential Information to only those Representatives who need to know the Confidential Information for the purpose of facilitating the Recipient’s discussion with the Company and who are informed of the confidential nature of the Confidential Information and the terms of this Agreement. 