Common use of Confidentiality and Press Releases Clause in Contracts

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Seller and Purchaser nor Seller shall disclose covenant and agree not to communicate the terms and conditions or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party prior to the Closingparties; provided, howeverthat each of Seller, that either party and Purchaser may, without consentthe consent of the other parties, disclose the terms hereof of this Agreement and the transactions contemplated hereby (ai) to its respective advisorspartners, consultantsmembers, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, potential investorsagents, lenders, potential lenders employees and consultants (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenderscollectively “Disclosure Parties”) (collectively, the “Transaction Parties”),without without the express written consent of the other partyparties, so long as any such Transaction Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereofof this Section 33, and (bii) if disclosure is required by lawlaw or by any governmental authority or by regulatory or judicial process, regulation or legal processpursuant to any regulations promulgated by the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, be (including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal tribunal), and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The If this Agreement is terminated, such confidentiality shall be maintained and Seller and Purchaser shall destroy or deliver, or cause to be destroyed or delivered, to Seller or Purchaser, as applicable, upon request, all documents and other materials, and all copies thereof, obtained thereby in connection with this Agreement that are subject to such confidence, with any such destruction confirmed by Seller or Purchaser, as applicable, in writing. Notwithstanding anything herein to the contrary, (i) the foregoing confidentiality obligations shall not apply to the extent that any such information is or becomes a matter of public record. In addition, prior record or is provided in other sources readily available to the Closing Datereal estate industry other than as a result of disclosure by Seller or Purchaser, neither Purchaser nor as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by Seller shall issue any press releases (or other public statements) with respect not be deemed a default by Seller allowing Purchaser to the transaction contemplated in terminate this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretionAgreement. (b) The provisions of [Intentionally Omitted]. (c) Notwithstanding anything to the contrary contained in this Section 29(a33, Seller (and its affiliates) shall survive have the Closing right to share any information relating to or termination obtained from Purchaser (or its affiliates) with (i) the Federal Reserve Bank of New York (the “FRBNY”) or the U.S. Department of the Treasury or their international equivalents and their respective representatives, (ii) any banking or insurance regulatory authority, or (iii) the U.S. Internal Revenue Service or any other tax authority, or their international equivalents, in each case as Seller deems necessary or advisable in its good faith judgment. (d) Notwithstanding anything to the contrary contained in this AgreementSection 33, Seller shall have the right to share any information relating to or obtained from Purchaser (or its affiliates) with such governmental, banking, insurance, tax or other regulatory authorities in the Republic of Korea as may be required by law or by any such governmental authority in the Republic of Korea having jurisdiction over Seller or its members; provided, that Seller may disclose only that portion of such confidential information which it is legally required to so disclose.

Confidentiality and Press Releases. (a) Unless Until the Closing, Purchaser and its partners, members, attorneys, agents, employees and consultants will treat the information disclosed to it by Owner, or otherwise gained through Purchaser's access to the Property and Owner's books and records, as confidential, giving it the same care as Purchaser's own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby or as required by law. Owner acknowledges that Purchaser will incorporate information relating to the Property in one or more prospectuses or other offering memoranda and related supporting materials to be distributed to potential investors and filed with various governmental agencies. Purchaser acknowledges that any information contained in any such prospectuses, rule memoranda or regulationother materials shall not be materially inconsistent with any of the information contained the SEC Disclosure Documents. (b) In the event of a termination of this Agreement, neither Purchaser nor Seller shall disclose promptly return copies of all such confidential information in its possession to Owner and will use commercially reasonable efforts to cause other persons to whom it has delivered copies of such confidential information to return the same to Owner. The parties agree that the Confidentiality Letter Agreement, dated December 10, 2001, between Purchaser and Owner, is hereby superceded by the terms and conditions of this Agreement and Agreement. Owner is entitled (i) to issue a press release related to the transactions contemplated hereby by this Agreement (a copy of which shall be delivered to any person or entity without the express written consent of the other party Purchaser for its review prior to the Closing; provided, however, that either party may, without consent, such issuance) and (ii) to disclose the terms hereof and information related to the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and by this Agreement to the respective advisors, consultants, attorneys extent required (in the determination of counsel to Owner) by the SEC or otherwise by applicable law. (c) The parties acknowledge and accountants agree that irreparable damage would occur if any provision of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential this Section 27 was not performed in accordance with the terms hereof and that the parties shall be entitled to the remedy of specific performance of the terms hereof, and (b) if disclosure is required by law, regulation in addition to any other remedy at law or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretionequity. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. Purchaser recognizes, agrees and acknowledges that Seller’s parent company is a publically-owned and traded entity, and is subject to strict rules regarding the disclosure of information relating to its acts and its transactions (aincluding executory contracts). Accordingly, each Party shall hold in strict confidence (and cause their agents and attorneys to hold in strict confidence) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the existence and terms and conditions of this Agreement Agreement, all documents and information concerning the transactions other and its business and properties and if the transaction contemplated hereby should not close, such confidence shall be maintained, and all such documents and information (in written form) shall immediately thereafter be returned to any person the Party originally furnishing the same. No public disclosure, either written or entity oral, of the existence or terms of this Agreement shall be made by either Purchaser or Seller without the express written consent of the other party prior to the Closing; providedother, which may be granted or withheld in Seller’s sole discretion. The foregoing provision shall not, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) be construed to prohibit any Party from making any disclosures to any governmental authority which it is required to make by law or to prohibit any Party from disclosing to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisorslenders, escrow officers, title insurer, accountants, consultants, advisors, attorneys and accountants of their investors, potential investors, lenders, other parties involved in evaluating and/or completing the purchase and potential lenders) (collectively, the “Transaction Parties”),without the express written consent sale of the other partyProperty and the Excess Development Rights such terms of this transaction as are customarily disclosed to them in connection with similar acquisitions, so long as any a customary nondisclosure form from such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereofthird party has been first received, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public recordappropriate. In addition, prior Purchaser shall be permitted to contact and meet with such governmental authorities as Purchaser deems appropriate with respect to the Closing Date, neither Premises and Lot 58. Neither Purchaser nor and Seller shall issue any press releases in connection with the sale of the Property and the Excess Development Rights prior to Closing; and after the Closing, any such press release shall (or other public statementsi) with respect not state the consideration paid pursuant to the transaction contemplated in terms of this Agreement or any other economic terms of this Agreement, without approval the prior written consent of the other partyParty, which approval consent may be granted or withheld in its such Party’s sole and absolute discretion. , and (bii) have been approved by Purchaser prior to its issuance. The provisions of this Section 29(a) shall survive the Closing or and any termination of this Agreement.

Confidentiality and Press Releases. (a) Unless All information furnished in writing by a party to this Agreement to the other parties to this Agreement in connection with this Agreement and the transactions contemplated by it shall be kept confidential by a receiving party and shall be used by a receiving party only in connection with this Agreement and the transactions contemplated hereby, except with the specific prior written consent of the disclosing party or except to the extent that such information (i) is information which a receiving party can demonstrate was already known to such receiving party when received, (ii) at the time of disclosure or thereafter becomes lawfully obtainable from other sources through no act or failure to act on the part of a receiving party, (iii) is required to be disclosed in any document to be filed with any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or in connection with any litigation, (iv) is disclosed in order to give the notices to obtain the approvals, (v) is disclosed to attorneys, accountants, advisors, employees, investors, partners, members, or managers of Purchaser or Seller in connection with the transactions contemplated hereby under an obligation to keep such information confidential, (vi) is required to be disclosed by court order or otherwise mandated by applicable law, rule or regulation, neither including the rules and regulations of the SEC or any other securities regulator, (vii) is required to be disclosed by the rules of any applicable stock exchange, or (viii) is disclosed by a party or its direct or indirect members, managers, partners, officers, directors, or employees in connection with the business or operations of such party or its direct or indirect members, managers, partners, or other beneficial owners (including, without limitation, disclosures made by any publicly traded company that owns a direct or indirect interest in Purchaser nor Seller or Seller). The parties shall disclose use their respective commercially reasonable efforts and establish reasonable precautions to ensure that their principals, agents and employees abide by the terms and conditions of this Agreement and paragraph. (b) Without the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with neither Seller nor Purchaser will disclose the terms hereof, and of this Agreement (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating the Purchase Price) or the transactions Page 25 contemplated hereunder, or the identity of the parties hereto, to any person except (i) such disclosure as is required in any document to be filed with any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or in connection with any litigation; (ii) such disclosure as is required by court order or otherwise mandated by applicable law, rule or regulation, (iii) such disclosure as is required by the rules of any applicable stock exchange, (iv) disclosure made to a party’s officers, directors, partners, members, managers, affiliates, advisors and employees who require such information for the purpose of consummating the transactions contemplated by this Agreement, (v) disclosures by a party or its direct or indirect members, managers, partners, officers, directors, or employees in connection with the other party to obtain an appropriate order business or operations of Purchaser or its direct or indirect members, managers, partners, or other reliable assurance beneficial owners (including, without limitation, any publicly traded company that confidential treatment will be accorded owns a direct or indirect interest in Seller or Purchaser), and (vi) such confidential documents disclosure as is required by applicable law, rule or information, as the case may be, by such tribunal and shall disclose only that portion regulation. (c) Notwithstanding any other provision of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply this Agreement to the extent such information is contrary, the parties agree that the filing by Seller or becomes Purchaser or any direct or indirect owner, member, partner, principal, affiliate, or related entity of Seller or Purchaser of a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases Form 8-K (or other public statementssimilar disclosure) with respect to the transaction transactions contemplated in this Agreement without approval hereunder with the U.S. Securities and Exchange Commission shall be freely permitted and shall not be deemed a breach of the provisions of this Section 33; provided, however, prior to the filing of such Form 8-K (or similar disclosure), the disclosing party shall provide the other partyparty with a copy of such proposed Form 8-K (or similar disclosure) for review in a timely manner and the parties shall reasonably cooperate with respect to any proposed comments or revisions that are reasonably requested (but in no event shall any modification, which approval may amendment, or deletion to such Form 8-K (or similar disclosure) be withheld in required to be made to the extent that the disclosing party determines that same would cause the Form 8-K to fail to comply with applicable laws, rules, regulations, or procedures applicable to it or its sole and absolute discretiondirect or indirect owners, members, partners, principals, affiliates, or related entities). (bd) Any written press release to be issued by Seller or Purchaser (or their respective direct or indirect owners, members, partners, principals, affiliates, or related entities) concerning this Agreement or the transactions contemplated by this Agreement shall require the prior written consent of Purchaser and Seller. (e) The provisions of this Section 29(a) 33 shall survive the Closing or termination of this Agreement.Closing. [Signatures on the Following Page]

Confidentiality and Press Releases. Prior to the Closing, Buyer and Sellers and their respective Representatives will hold in confidence all data and information obtained with respect to the other party, the other party’s business or the Acquired Assets that is not or does not become otherwise available to the public, whether obtained before or after the execution and delivery of this Agreement, including without limitation the existence and terms of this Agreement, and will not disclose the same to others; provided, however, either party may disclose such data and information to (ai) Unless such party’s lender or other financing source and to the employees, consultants and attorneys of such party, (ii) in the case of Buyer, to its actual and prospective commercial counterparties as necessary to negotiate commercial arrangements regarding the operation of the Theaters post-Closing, and (iii) to governmental regulators having jurisdiction over either party or such party’s investors. Following the Closing, Sellers shall maintain as confidential and shall not use or disclose (except as deemed necessary by Sellers to address any Excluded Asset, Retained Liability or otherwise required by law or as authorized in writing by Buyer) (i) any information or materials relating to the Property, the Theaters, the Acquired Assets, or operations and affairs of Sellers in respect thereof and (ii) any materials developed by Buyer or any of its Representatives. Following the Closing, Buyer shall maintain as confidential and shall not use or disclose (except as deemed necessary by Buyer to address any Asset or Assumed Liability or otherwise required by law or as authorized in writing by any Seller) any information or materials relating to the Excluded Assets or Retained Liabilities. Except as otherwise permitted and provided above, in the event any Seller or Buyer is required by law to disclose any such confidential information, such party shall promptly notify the other party in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall reasonably cooperate with the other party to obtain a protective order and otherwise preserve the confidentiality of such information consistent with applicable law. If this Agreement is terminated, rule upon the request of any Seller, Buyer will promptly return to Seller or regulationdestroy (such destruction to be certified in writing) all documents, neither Purchaser nor schedules, exhibits or other written information obtained from Seller in connection with this Agreement or the transaction contemplated herein. In the event of a breach or threatened breach by either party or such party’s Representatives of this Section 11.14, the other party will be entitled to an injunction restraining the breaching party or such party’s breaching Representatives from disclosing, in whole or in part, such confidential information. Nothing herein will be construed as prohibiting either party from pursuing any other available remedy at law or in equity for such breach or threatened breach. Prior to the Closing, no party hereto shall disclose be permitted to make, or cause to be made, press releases or public announcements in respect of the terms and conditions of this Agreement and or the transactions contemplated hereby to Contemplated Transactions or otherwise communicate with any person or entity news media with respect thereto without the express prior written consent of the other party prior except to the Closingextent that any disclosure may be required by Legal Requirement. In the event any party is required by Legal Requirement to disclose any of the terms of this Agreement or the Contemplated Transactions, such party shall promptly notify the other parties in writing, which notification shall include the nature of the Legal Requirement and the extent of the required disclosure; provided, however, that either party may, without consent, disclose the terms hereof Sellers hereby acknowledge and the transactions contemplated hereby (a) agree that Buyer shall be entitled to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (issue a press release and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential file a Current Report on Form 8-K in accordance connection with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing execution of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply parties will work together in good faith to issue a joint press release to be published after the extent such information is or becomes a matter of public recordClosing. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion. (b) The provisions of this Section 29(a) shall survive 11.14 are subject to, and the Closing or termination of this Agreementparties will comply with, all applicable Legal Requirements and Orders.

Confidentiality and Press Releases. (a) Unless required by lawUntil the Closing, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent its “executive officers” (as defined in Rule 3b-7 of the other party prior to General Rules and Regulations under the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants Securities Exchange Act of their investors, potential investors, lenders, and potential lenders1934) (collectively, the “Transaction Parties”),without Purchaser Confidentiality Parties”) will treat the express written consent information disclosed to it by Seller in connection with the transaction contemplated hereby, or otherwise gained through Purchaser’s access to Seller’s books and records, as confidential, giving it the same care as Purchaser Confidentiality Parties’ own confidential information, and make no use of any such disclosed information not independently known to Purchaser Confidentiality Parties except in connection with the transactions contemplated hereby. Each of the other partyPurchaser Confidentiality Parties shall advise its employees, so long attorneys, agents and consultants that are provided access to such information of the foregoing confidentiality restrictions, and instruct them to observe the same. Until the Closing, Seller will treat the information disclosed to it by Purchaser in connection with the transaction contemplated hereby, as confidential, giving it the same care as Seller’s own confidential information, and make no use of any such Transaction Parties disclosed information not independently known to whom disclosure is made shall also agree to keep all such information confidential Seller except in accordance connection with the terms hereoftransactions contemplated hereby. Seller shall advise its principles, attorneys, agents, employees and consultants of the foregoing confidentiality restrictions, and instruct them to observe the same. (b) if disclosure is required by law, regulation or legal process, provided that in such event None of Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality and/or all of the confidential documents officers and directors of Seller (collectively, the “Seller Confidentiality Parties”) or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller any Purchaaser Confidentiality Parties shall issue any press releases (or other public statements) whether before or after the Closing Date, with respect to the transaction contemplated in this Agreement or the negotiation thereof without approval of the other party, which approval may not be withheld in its sole and absolute discretionunreasonably withheld, conditioned or delayed. (bc) The parties identified on Schedule E (the “Non-Disparaging Parties”) shall not, and (i) Purchaser shall instruct its “executive officers” (as defined in Rule 3b-7 of the General Rules and Regulations under the Securities Exchange Act of 1934) not to, and (ii) each Seller Confidentiality Party shall not, at any time, make any public statements, or include in any public disclosure, whether written or oral, or take any other action which is intended, or could reasonably be expected, to publicly disparage, defame, or harm the reputation of, or otherwise cause adverse publicity to, any other Non-Disparaging Party. Moreover, if any Non-Disparaging Party receives a question or inquiry from a third-party in connection with any news, reporting or other media business, with respect to status or specific terms of the Action or Arbitration, such Non-Disparaging Party shall not respond other than by stating either, “The parties have resolved the matter,” or “No comment.” (d) Seller acknowledges that Parent is a public company, and that nothing in this Section 29 shall apply to, restrict or otherwise prevent Parent, Seller or any Seller Confidentiality Parties (and/or their respective representatives, professionals and agents) from filing or otherwise disclosing facts, information or other data relating to Parent, Purchaser, Seller and/or this transaction as may be required by law, rule or regulation, or with respect to which Parent, Seller or any Seller Confidentiality Party may be obligated to comply, including in respect of any applicable securities laws, tax codes or otherwise and including a form “8k” and the “Q&A” customarily related thereto. (e) The provisions of Section 29(a) shall survive the Closing or the sooner termination of this Agreement; the provisions of Section 29(b) and (c) shall survive the Closing or the sooner termination of this Agreement, in either case for a period of eighteen (18) months; and the provisions of Section 29(d) and this Section 29(e) shall survive the Closing or the sooner termination of this Agreement, without limitation.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose 20.1 Each party agrees that until the terms and conditions termination of this Agreement all information obtained hereunder shall be the exclusive property of the parties and shall not be publicly disclosed or used other than for the transactions activities contemplated hereby to hereunder, except as required by law or by the rules and regulations of any person regulatory authority or entity without stock exchange having jurisdiction or in connection with the express filing of an annual information form, prospectus or similar document, or with the written consent of the other parties, such consent not to be unreasonably withheld, provided that the provisions of this section do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof or which would not otherwise be considered as material to the parties, acting reasonably. 20.2 Consent to disclosure of information hereunder shall not be unreasonably withheld where a party wishes to disclose any such information to a third party for the purpose of arranging financing for its contributions hereunder or, where permitted by this Agreement, for the purpose of selling its interest in the Celt Property or its interest in this Agreement, provided that such third party gives its undertaking to the parties that any such information not theretofore publicly disclosed shall be kept confidential and not disclosed to others for a period agreed upon by the parties, which shall not be less than one year in duration. 20.3 A party proposing a press release relating to the Celt Property, or the terms of this Agreement, work thereon or the activities of the parties or their affiliates with respect thereto, shall provide a copy to the other party for its information and comments using its best efforts, in light of its timely disclosure obligations under applicable law, to ensure it is provided at least 2 business days prior to release. Any comments that the Closing; providedreceiving party may make shall not be considered certification by the other party of the accuracy of the information in such press release, however, or a confirmation by it that either the content of such press release complies with the disclosure standards of the applicable regulatory authorities. If the receiving party fails to provide comments within said time period the providing party may, without consent, disclose subject to §20.4 make the terms hereof and proposed press release. 20.4 Each party shall obtain prior approval of the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to other party before issuing any press release or public statement using the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectivelyother party’s name, the “Transaction Parties”),without name of any of the express written consent officers, directors or employees of the other party, so long as or the name of any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to discloseits subsidiaries. The foregoing confidentiality obligations prohibition shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval if disclosure of the other party’s name is required, which in the written opinion of counsel to a party, by applicable public disclosure requirements however in such a case the party wishing to make the disclosure must provide a copy to the other party for its information and comments using its best efforts to ensure it is provided at least 2 Business Days prior to release. However, such approval may shall not be withheld considered certification by the other party of the accuracy of the information in its sole such press release, or a confirmation by it that the content of such press release complies with the rules, policies, by-laws and absolute discretiondisclosure standards of the applicable regulatory authorities or stock exchanges. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose 22.1 The Parties mutually undertake 22.1.1 to keep the terms and conditions contents of this Agreement secret and confidential vis-à-vis any third party, [***] Confidential treatment has been requested for the transactions contemplated hereby bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 22.1.2 not to use the contents or the fact of existence of this Agreement for their own benefit or for the benefit of others, except as allowed under this Agreement, and 22.1.3 to protect the contents of this Agreement effectively against access by third parties. 22.2 Neither the Parties nor their representatives will disclose publicly any person information in connection with this Agreement nor issue any press release or entity similar public announcement without the express obtaining prior written consent of the other party prior Parties, except to the Closing; provided, however, extent that either party may, without consent, disclose the terms hereof and relevant facts are in the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of public domain or their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by an applicable stock exchange regulation or by law. Where disclosure is required by an applicable stock exchange regulation or by law, regulation the Parties shall, so far as it is lawful and practical to do so prior to such disclosure, inform each other Party prior to such disclosure and shall limit any disclosure to the minimum required by statute or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing authorities. The text of such announcement which is required disclosure, by law shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the be approved by each other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, Party prior to the Closing Datedisclosure if reasonably possible. Disclosure can also be made to a Party's professional advisors, neither Purchaser nor Seller financiers and their professional advisors on a confidential basis. 22.3 In the event that this Agreement is terminated in accordance with its terms, each of the Purchasers undertakes to treat as strictly confidential any and all information received from the Sellers and the Group Companies in connection with the transaction and to destroy all documents and information which the Purchasers have received from the Sellers and the Group Companies, together with any copies thereof, unless (i) such information has entered the public domain without a breach of the confidentiality covenant by the Purchasers, or (ii) the information cannot be destroyed under any document retention obligations, in which case access to it shall issue any press releases (or other public statements) with respect be limited to the transaction contemplated in this Agreement without approval legal representatives of the other party, which approval may be withheld in its sole and absolute discretionPurchasers. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. (a) Unless required by lawUntil the Closing, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and any information disclosed to Purchaser by Sellers or otherwise gained through Purchaser's access to the Properties and Sellers' books and records shall be subject to that certain Confidentiality Agreement (the "Confidentiality Agreement"), dated February 12, 2014, between ND Investment-T, LLC, an affiliate of Purchaser, and Sellers' Broker with respect to the Properties, the terms of which are incorporated herein by reference as modified below. Notwithstanding anything contained to the contrary herein or in the Confidentiality Agreement, (1) at all times Purchaser may disclose Informational Materials and the existence and terms of this Agreement to Purchaser’s Representatives in connection with their participation in the transactions contemplated hereby to any person or entity without the express written consent in this Agreement, provided, however, Purchaser shall notify such Purchaser's Representatives of the confidential nature of such information and Purchaser shall remain liable for any breach of the Confidentiality Agreement or this Section 29 by such Purchaser's Representatives, and (2) Purchaser shall not disclose the existence or terms of this Agreement (other party than pursuant to clause (1) above) prior to the Closingexpiration of the Due Diligence Period and the payment of the Additional Deposit, except that such terms, existence, materials and information at all times may be disclosed (x) if in the advice of counsel to the disclosing party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, or (y) if required by subpoena issued in connection with any litigation or proceeding; provided, however, with respect to any disclosure that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby may made pursuant to clauses (ax) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders or (and y) above prior to the respective advisorsexpiration of the Due Diligence Period, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectivelyto the extent not legally prohibited, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify disclosing party will give the other party in writing prompt written notice of such required disclosurerequirement so that an appropriate protective order or other remedy may be sought, shall exercise commercially reasonable efforts and/or compliance with the provisions of this Section 29 may be waived, and the Parties will reasonably cooperate with each other to preserve obtain such protective order. In the confidentiality event that, with respect to the matters described in clauses (x) or (y) above, such protective order or other remedy is not obtained or compliance with the relevant provisions of the confidential documents Confidentiality Agreement (as modified by this Section 29) is not waived, the disclosing party will furnish only that portion of the information that it is advised by legal counsel that it is legally required to be disclosed. Notwithstanding anything contained to the contrary herein or informationin the Confidentiality Agreement, following the expiration of the Due Diligence Period, if this Agreement remains in full force and effect and Purchaser has delivered the Additional Deposit to the Escrow Agent, and not before then (other than as set forth in clauses (1) and (2) above), Purchaser and Sellers may disclose the case may beexistence and terms of this Agreement and Informational Materials (i) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (ii) to the extent required by Purchaser's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information disclosure is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statementsrequired on Form 8(k) with respect to the transaction contemplated in this Agreement without approval hereby or as required by any securities exchange, (iii) which is otherwise publicly known or available other than as a result of the other breach of either the Confidentiality Agreement or this Section 29, (iv) if in the opinion of counsel to the disclosing party, disclosure is required to comply with any mandatory provision of law, of any directive from a DOC ID - 21031260.28 government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller, (vi) in connection with any corporate presentations, earnings calls, earnings releases, press releases (such press releases to be issued as provided by paragraph b(ii) of this Section 29), investor reports, investor conference calls or investor meetings which approval may include, without limitation, disclosure of economic terms and such other matters relating to the transaction which Purchaser determines is necessary or appropriate, or (vii) if required by subpoena issued in connection with any litigation or proceeding; provided, however, that any disclosure that may made pursuant to this subclause (vii) to the extent not legally prohibited, the disclosing party will give the other party prompt written notice of such requirement so that an appropriate protective order or other remedy may be withheld sought, and/or compliance with the provisions of this Section 29 may be waived, and the parties will reasonably cooperate with each other to obtain such protective order. In the event that, with respect to the matters described in its sole and absolute discretionclause (vii) above, such protective order or other remedy is not obtained or compliance with the relevant provisions of the Confidentiality Agreement (as modified by this Section) is not waived, the disclosing party will furnish only that portion of the information that it is advised by legal counsel that it is legally required to be disclosed. Any disclosure made pursuant to this Section 29(a)(i), (ii), (iv), or (vii) shall be of only that portion of the information that is required to be disclosed. (b) Except for disclosures which may be (i) permitted by the Confidentiality Agreement, or (ii) of information that is otherwise already publicly available, other than as a result of a breach of the Confidentiality Agreement or this Section 29, Purchaser and Sellers shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by Purchaser and/or Sellers disclosing the transaction or any of its economic terms and the appropriate time for making such release (but the contents of any such press release will ultimately be determined by the party issuing or providing same and the foregoing shall not constitute a consent right). Except for disclosures required by applicable law, the parties will not disclose in any press release the identity of the other party (nor that of its respective parent) without the consent of such party to be so disclosed which consent shall not be unreasonably withheld. (c) Notwithstanding the foregoing, Purchaser shall be permitted to disclose information to prospective lenders and franchisors, provided that the disclosure to such lenders and franchisors is solely in their capacity as a lender or franchisor, as applicable, to Purchaser in connection with the transactions contemplated by this Agreement and provided further that Purchaser informs such lenders or franchisor, as applicable, that the shared information is subject to a confidentiality agreement and further directs such lenders or franchisor, as applicable, to maintain the confidentiality thereof. (d) The provisions of this Section 29(a) 29 shall survive the Closing or termination of this Agreement or Closing except the provisions of this Section 29 and the Confidentiality Agreement, as to Purchaser, shall terminate at the Closing.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose Subject to the terms of Section 29(b) below, until the Closing, Purchaser and conditions its partners, members, attorneys, agents, employees and consultants will treat the information disclosed to it by Seller, or otherwise gained through Purchaser’s access to the Property and Seller’s books and records, as confidential (other than information which is generally available to the public other than as a result of this Agreement a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information), giving it the same care as Purchaser’s own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby to any person hereby. Notwithstanding the foregoing, in the event Purchaser is required, requested or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, provided that in such event (1) Purchaser shall give prompt notice to Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosurerequest or demand (to the extent not prohibited by law) so that Seller may, shall exercise commercially reasonable efforts should it elect to preserve the confidentiality of the confidential documents or informationdo so, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate seek a protective order or other reliable assurance that confidential treatment will be accorded appropriate remedy to challenge or contest such confidential documents request and/or waive compliance with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or informationother remedy nullifying the legal requirement to comply with such request or demand, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it Purchaser is nonetheless legally required to disclose. The foregoing confidentiality obligations shall not apply disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent such information is or becomes a matter of public recordrequired without liability hereunder. In additionthe event of a termination of this Agreement, prior Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited Partnership. (b) Subject to the Closing Dateterms of this Section 29(b), neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction transactions contemplated in this Agreement without approval of the other party, which approval may not be unreasonably withheld; provided, that, except as may be set forth on Exhibit L, in no event shall any press release (or other public statements) with respect to this transaction indicate the Purchase Price or any of the other terms hereof or, at Seller’s request, the identity of the Seller. Promptly following the execution of this Agreement, the parties will issue a press release in the form attached as Exhibit L, and if the Closing occurs, each of the parties hereto shall have the right to issue a press release in respect thereof with the prior approval of the other party, which approval may not be unreasonably withheld (it being understood that neither party shall have the right to disapprove a press release that announces the occurrence of the applicable Closing and otherwise conforms in its sole all material respects with the form of press release attached hereto as Exhibit L). The parties expressly agree that public statements made with respect to information previously disclosed in accordance with this Section 29(b) shall not be deemed a violation of the terms of this Agreement or the confidentiality agreement that is referred to in Section 29(a). In addition, BPI and absolute discretionBPLP shall have the right to attach a copy of this Agreement as an exhibit to one or more of their respected required filings with the Securities and Exchange Commission on Form 8-K or Form 10-Q and to otherwise comply with the requirements of all applicable securities laws as they relate to the disclosure of the transactions contemplated by this Agreement, and no such filings made pursuant to this Section 29(b) shall be deemed a violation by Purchaser of the terms of this Agreement or the confidentiality agreement that is referred to in Section 29(a). (bc) The provisions of Section 29(a) above shall survive the termination of this Agreement, and the provisions of Section 29(b) above shall survive the Closing or the termination of this Agreementhereof.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Seller and Purchaser nor Seller shall disclose covenant and agree not to communicate the terms and conditions or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party prior to the Closingparties; provided, howeverthat each of Seller, that either party and Purchaser may, without consentthe consent of the other parties, disclose the terms hereof of this Agreement and the transactions contemplated hereby (ai) to its respective advisorspartners, consultantsmembers, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, potential investorsagents, lenders, potential lenders employees and consultants (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenderscollectively “Disclosure Parties”) (collectively, the “Transaction Parties”),without without the express written consent of the other partyparties, so long as any such Transaction Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereofof this Section 33, and (bii) if disclosure is required by lawlaw or by any governmental authority or by regulatory or judicial process, regulation or legal processpursuant to any regulations promulgated by the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, be (including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal tribunal), and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The If this Agreement is terminated, such confidentiality shall be maintained and Seller and Purchaser shall destroy or deliver, or cause to be destroyed or delivered, to Seller or Purchaser, as applicable, upon request, all documents and other materials, and all copies thereof, obtained thereby in connection with this Agreement that are subject to such confidence, with any such destruction confirmed by Seller or Purchaser, as applicable, in writing. Notwithstanding anything herein to the contrary, the foregoing confidentiality obligations shall not apply to the extent that any such information is or becomes a matter of public record. In addition, prior record or is provided in other sources readily available to the Closing Datereal estate industry other than as a result of disclosure by Seller or Purchaser, neither Purchaser nor Seller shall issue any press releases (as applicable, or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretionDisclosure Parties. (b) The provisions of [Intentionally Omitted]. (c) Notwithstanding anything to the contrary contained in this Section 29(a33, Seller (and its affiliates) shall survive have the Closing right to share any information relating to or termination obtained from Purchaser (or its affiliates) with (i) the Federal Reserve Bank of New York (the “FRBNY”) or the U.S. Department of the Treasury or their international equivalents and their respective representatives, (ii) any banking or insurance regulatory authority, or (iii) the U.S. Internal Revenue Service or any other tax authority, or their international equivalents, in each case as Seller deems necessary or advisable in its good faith judgment. (d) Notwithstanding anything to the contrary contained in this AgreementSection 33, Seller shall have the right to share any information relating to or obtained from Purchaser (or its affiliates) with such governmental, banking, insurance, tax or other regulatory authorities in the Republic of Korea as may be required by law or by any such governmental authority in the Republic of Korea having jurisdiction over Seller or its members; provided, that Seller may disclose only that portion of such confidential information which it is legally required to so disclose.

Confidentiality and Press Releases. (a) Unless 7.1 Each party agrees that all information obtained hereunder shall be the exclusive property of the party providing the information and shall not be publicly disclosed or used other than for the activities contemplated hereunder, except as required by lawlaw or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction or in connection with the filing of an annual information form, rule prospectus or regulationsimilar document, neither Purchaser nor Seller shall disclose or with the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties consent not to whom disclosure be unreasonably withheld, provided that the provisions of this section do not apply to information which is made shall also agree to keep all such information confidential in accordance with or becomes part of the public domain other than through a breach of the terms hereof. 7.2 A party proposing a press release relating to the Property shall provide a copy to the other party for its information and comments at least one (1) full business day prior to release. Any comments that the receiving party may make shall not be considered certification by the other party of the accuracy of the information in such press release, or a confirmation by it that the content of such press release complies with the rules, policies, by-laws and (b) if disclosure is required by law, regulation standards of the applicable regulatory authorities or legal processstock exchanges. If the receiving party fails to provide comments within said time period the providing party may make the proposed press release. Holder will make information public only at the same time or after Genminmex or its parent. 7.3 Consent to disclosure of information hereunder shall not be unreasonably withheld where a party wishes to disclose any such information to a third party for the purpose of arranging financing for its contributions hereunder or for the purpose of selling its interest in the Property or its interest in this Agreement, provided that in such event Seller or Purchaserthird party gives its undertaking to the parties that any such information not theretofore publicly disclosed shall be kept confidential and not disclosed to others for a period agreed upon by the parties, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated be less than one year in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretionduration. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. (a) Unless required by lawBetween the date hereof through and including the Closing Date and except as otherwise expressly provided in clause (b) below, rule or regulation, neither Purchaser nor ---------- and Seller shall disclose not (and shall use reasonable efforts to cause Purchaser's and Seller's respective agents, employees, attorneys and advisors including, without limitation, financial institutions to not) disclose, make known, divulge, disseminate or communicate the Purchase Price or any of the terms and conditions of this Agreement and or this transaction or any agreement, document or understanding pertinent to the transactions contemplated hereby to any person or entity instant transaction without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long except (i) as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation (ii) to Purchaser's or legal processSeller's employees and advisors involved in the transaction, provided (iii) to Purchaser's prospective lenders or investors or (iv) to Seller's lender or investors (the parties set forth at (iii) and (iv) collectively, the "Permitted Outside Parties"). Purchaser ------------------------- further agrees that in within its organization, or as to the Permitted Outside Parties, such event Seller information shall be disclosed and exhibited only to those persons within Purchaser's organization or Purchaser, as applicable, shall notify to those Permitted Outside Parties who are responsible for determining the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality feasibility of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply transaction contemplated hereby to the extent necessary for such information is or becomes a matter of public record. In addition, prior parties to discharge their duties and provided same agree in writing to be bound by these confidentiality provisions. (b) Prior to the Closing Date, neither Purchaser and Seller shall confer and agree on a press release to be issued jointly by Purchaser and Seller disclosing the transaction and the appropriate time for making such release. Neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion. (bc) Purchaser and Seller shall cause their affiliates, subsidiaries, agents, employees and retained professionals to agree in writing to comply with the provisions of this Section. (d) The provisions of Section 29(a) shall survive the Closing or ------------- termination of this AgreementAgreement and the provisions of Section 29(b) shall survive ------------- the termination hereof or the Closing.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose Each party agrees to keep all negotiations and the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior confidential pursuant to the terms of that certain Confidentiality Agreement between Buyer and Par Pacific Holdings, Inc. dated as of November 11, 2020. Additionally, until the Closing; provided, howevernone of Seller, that either party mayBuyer or Seller’s Broker, without consentwill release, or cause or permit to be released, any press release or publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms hereof and the transactions contemplated hereby (a) to its respective advisorsterms, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants conditions or substance of their investors, potential investors, lenders, and potential lenders) this Agreement (collectively, a “Disclosure”) without first obtaining the “Transaction Parties”),without the express written consent of the other party, so long except those disclosures that are required by applicable law, including the rules and regulations of the United States Securities Exchange Commission (“SEC”), Buyer’s reporting requirements and policies, or contractual obligation (in which case notice shall be timely provided to the other party of such requirement and disclosure). Furthermore, Buyer acknowledges and agrees that Seller’s ultimate parent company, Par Pacific Holdings, Inc., will make a Disclosure on Form 8-K with the SEC upon entry into this Agreement. A complete copy of the press release to be included with the Form 8-K will be provided by Seller to Buyer for approval by Buyer, which approval shall not be unreasonably withheld, conditioned, or delayed. Unless required by applicable law, including the rules and regulations of the SEC, Seller agrees not to disclose the amount of rent payable under the Lease. Except as described above, from and after the Closing, neither Seller nor Seller’s Broker nor Buyer shall release or cause or permit to be released any Disclosure, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Seller shall be in default hereunder in the event either Seller or Seller’s Broker makes any such Transaction Parties Disclosures. Notwithstanding the foregoing, (a) any party to whom disclosure this transaction (and each employee, agent or representative of the foregoing) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is made shall also agree necessary to keep all such information confidential in accordance comply with the terms hereofany applicable federal or state securities laws, and (b) if disclosure is required by lawwith prior written notice to the other party, regulation nothing herein shall restrict Buyer or legal processSeller’s ultimate parent company, provided that in such event Seller Par Pacific Holdings, Inc., from using the name, trade name, trademark, logo, acronym or Purchaser, as applicable, shall notify other designation of the other party in writing connection with disclosures, press releases or investor presentations made pursuant to such party’s reporting requirements or policies. The foregoing obligations shall survive the termination of this Agreement and the Closing for a period of one (1) year. The foregoing shall not preclude either party from discussing the substance or any relevant details of such required disclosuretransactions with any of its attorneys, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents accountants, professional consultants, lenders, partners, investors, or informationany prospective lender, partner or investor, as the case may be, includingor prevent either party hereto, from complying with laws, rules, regulations and court orders, including without limitation, reasonably cooperating state or federal securities or environmental laws or regulations, governmental regulatory, disclosure, tax and reporting requirements, or from making disclosures in the ordinary course of its due diligence inspections and contacts with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretionthird parties related thereto. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose 23.1 Each party agrees that until the terms and conditions termination of this Agreement all information obtained hereunder shall be the exclusive property of the parties and shall not be publicly disclosed or used other than for the transactions activities contemplated hereby to hereunder, except as required by law or by the rules and regulations of any person regulatory authority or entity without stock exchange having jurisdiction or in connection with the express filing of an annual information form, prospectus or similar document, or with the written consent of the other parties, such consent not to be unreasonably withheld, provided that the provisions of this section do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof or which would not otherwise be considered as material to the parties, acting reasonably. 23.2 Consent to disclosure of information hereunder shall not be unreasonably withheld where a party wishes to disclose any such information to a third party for the purpose of arranging financing for its contributions hereunder or, where permitted by this Agreement, for the purpose of selling its interest in the Fye Property or its interest in this Agreement, provided that such third party gives its undertaking to the parties that any such information not theretofore publicly disclosed shall be kept confidential and not disclosed to others for a period agreed upon by the parties, which shall not be less than one year in duration. 23.3 A party proposing a press release relating to the Fye Property, or the terms of this Agreement, work thereon or the activities of the parties or their affiliates with respect thereto, shall provide a copy to the other party for its information and comments using its best efforts, in light of its timely disclosure obligations under applicable law, to ensure it is provided at least 2 business days prior to release. Any comments that the Closing; providedreceiving party may make shall not be considered certification by the other party of the accuracy of the information in such press release, however, or a confirmation by it that either the content of such press release complies with the disclosure standards of the applicable regulatory authorities. If the receiving party fails to provide comments within said time period the providing party may, without consent, disclose subject to §23.4 make the terms hereof and proposed press release. 23.4 Each partyshall obtain prior approval of the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to other party before issuing any press release or public statement using the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectivelyother party’s name, the “Transaction Parties”),without name of any of the express written consent officers, directors or employees of the other party, so long as or the name of any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to discloseits subsidiaries. The foregoing confidentiality obligations prohibition shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval if disclosure of the other party’s name is required, which in the written opinion of counsel to a party, by applicable public disclosure requirements however in such a case the party wishing to make the disclosure must provide a copy to the other party for its information and comments using its best efforts to ensure it is provided at least 2 Business Days prior to release. However, such approval may shall not be withheld considered certification by the other party of the accuracy of the information in its sole such press release, or a confirmation by it that the content of such press release complies with the rules, policies, by-laws and absolute discretiondisclosure standards of the applicable regulatory authorities or stock exchanges. (b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.