Common use of Confidentiality and Press Release Clause in Contracts

Confidentiality and Press Release. (a) The Buyer and the Seller, and each of their respective affiliates shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any information which was previously or is hereafter publicly disclosed or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the Buyer are parties), (ii) to their partners, investors, advisers, underwriters, analysts, employees, affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality, (iii) to any applicable Governmental Authority in order for the Buyer to apply for and obtain any Licenses and Permits necessary for the Buyer to own and operate the Hotel as of the Closing, (iv) as otherwise contemplated or required by this Agreement in order consummate the transactions contemplated by this Agreement, and (v) to comply with any law, rule or regulation (including without limitation those of the United States Securities and Exchange Commission) or the requirements of any securities exchange on which such party or its parent company is listed; provided, however, that in all events each party shall use its commercially reasonable best efforts not to disclose the identity of the other parties hereto (or any of their affiliates or members or investors) except with such person’s prior written permission. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or termination of this Agreement for a period of one year.