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VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(c)                                  Each Obligor represents that none of the information set out in paragraphs (a)(i) to (a)(xv) above is, nor will at any time be, unpublished price-sensitive information.


(d)                                 The Agent shall notify the Borrower and the other Finance Parties of:


(i)                                     the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and


(ii)                                  the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.


35.3                        Entire agreement


This Clause 35.3 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


35.4                        Inside information


Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


35.5                        Notification of disclosure


Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:


(a)                                 of the circumstances of any disclosure of confidential information made pursuant to paragraph (a)(ii) of Clause 35.2 except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and


(b)                                 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35.5.


35.6                        Continuing obligations


The obligations in this Clause 35.6 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:


(a)                                 the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and


(b)                                 the date on which such Finance Party otherwise ceases to be a Finance Party.



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