Common use of Confidentiality and Press Releases Clause in Contracts

Confidentiality and Press Releases. (a) Seller and Purchaser covenant and agree not to communicate the terms 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 parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by law or by any governmental authority or by regulatory or judicial process, or pursuant 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, exercise all 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 disclose only that portion of the confidential documents or information which it is legally required to disclose. 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 a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by Seller shall not be deemed a default by Seller allowing Purchaser to terminate this Agreement.

Confidentiality and Press Releases. (a) Unless required by law, rule or regulation, neither Purchaser nor Seller and Purchaser covenant and agree not to communicate shall disclose the terms or any aspect and conditions 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 partiesparty prior to the Closing; provided, however, that each of Seller, and Purchaser either party may, without the consent of the other partiesconsent, disclose the terms of this Agreement hereof and the transactions contemplated hereby (ia) to its partnersrespective advisors, membersconsultants, attorneys, officersaccountants, principalsinvestors, architectspotential investors, contractorslenders, potential lenders (and to the respective advisors, accountantsconsultants, lenders attorneys and accountants of their investors, potential investors, lenders, and potential lenders and investorslenders) (collectively, agents, employees and consultants (collectively the “Disclosure Parties”) without Transaction Parties”),without the express written consent of the other partiesparty, so long as any such Disclosure Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33hereof, and (iib) if disclosure is required by law law, regulation or by any governmental authority or by regulatory or judicial legal process, or pursuant 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. 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 The foregoing confidentiality obligations shall not apply to the extent that any such information is or becomes a matter of public record or is provided in other sources readily available record. In addition, prior to the real estate industry other than as a result of disclosure by Seller or PurchaserClosing Date, as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by neither Purchaser nor Seller shall not 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 deemed a default by Seller allowing Purchaser to terminate this Agreementwithheld in its sole and absolute discretion.

Confidentiality and Press Releases. (a) Seller and Purchaser covenant and agree not to communicate Except where regulatory or stock exchange requirements prohibit, as well as for recording a public deed, the terms or any aspect of this Agreement Letter of Intent and the transactions contemplated hereby Agreement, and, with respect to any person or entity Solitario, all reports and data which Solitario obtains pursuant to holdthis Letter of Intent and the Agreement, are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the strictest confidence, the content of any and all information in respect respective party of the Property which is supplied confidential nature of this Letter and will agree to be bound by Seller to Purchaser the terms of this Letter and further, that each party will be responsible for any breach of this Letter by its Representatives. If either party makes any public disclosure (e.g., press release) of the existence of this Letter of Intent or by Purchaser to Seller, the terms herein without the express prior written consent of the other parties; providedother, the non-disclosing party may revoke any obligations or agreements made herein. The parties understand that each disclosure may be required pursuant to law or regulations of Selleran applicable stock exchange, and Purchaser mayand, without in the consent of event that a party desires to make public disclosure, to the extent legally permissible, the other partiesparty shall receive 3 business days to review and approve such disclosure, disclose with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. In the event any provision of this Letter of Intent is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter of Intent shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. Except as expressly set out in this Letter of Intent and the Agreement, the terms of this the Stock Purchase Agreement and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by law or by any governmental authority or by regulatory or judicial process, or pursuant 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, exercise all 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 disclose only that portion of the confidential documents or information which it is legally required to disclose. 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 a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by Seller Royalty Grants shall not be deemed a default amended by Seller allowing Purchaser this Letter of Intent or the Agreement. The parties have the necessary power and authority to terminate enter into this AgreementLetter of Intent which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. This Letter of Intent is entered into and effective as of the date first written above.

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) Seller the existence and Purchaser covenant terms and agree conditions of this Agreement, all documents and information concerning the 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 communicate the Party originally furnishing the same. No public disclosure, either written or oral, of the existence or terms or any aspect of this Agreement and shall be made by either Purchaser or Seller without the transactions contemplated hereby consent of the other, which may be granted or withheld in Seller’s sole discretion. The foregoing provision shall not, however, be construed to prohibit any Party from making any disclosures to any person governmental authority which it is required to make by law or entity to prohibit any Party from disclosing to its investors, potential investors, lenders, potential lenders, escrow officers, title insurer, accountants, consultants, advisors, attorneys and to hold, other parties involved in evaluating and/or completing the strictest confidence, the content of any purchase and all information in respect sale of the Property which is supplied by and the Excess Development Rights such terms of this transaction as are customarily disclosed to them in connection with similar acquisitions, so long as a customary nondisclosure form from such third party has been first received, if appropriate. In addition, Purchaser shall be permitted to contact and meet with such governmental authorities as Purchaser deems appropriate with respect to the Premises and Lot 58. Neither Purchaser and Seller shall issue any press releases in connection with the sale of the Property and the Excess Development Rights prior to Purchaser Closing; and after the Closing, any such press release shall (i) not state the consideration paid pursuant to the terms of this Agreement or by Purchaser to Sellerany other economic terms of this Agreement, without the express prior written consent of the other parties; providedParty, that each of Seller, which consent may be granted or withheld in such Party’s sole and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33absolute discretion, and (ii) if disclosure is required have been approved by law or by any governmental authority or by regulatory or judicial process, or pursuant Purchaser prior 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, exercise all 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 disclose only that portion of the confidential documents or information which it is legally required to discloseits issuance. 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 a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable, or the Disclosure Parties, and (ii) a breach The provisions of this Section 33 by Seller shall not be deemed a default by Seller allowing Purchaser to terminate survive the Closing and any termination of this Agreement.

Confidentiality and Press Releases. (a) Seller Prior to the Closing, Buyer and Purchaser covenant Sellers and agree 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 communicate the terms public, whether obtained before or any aspect after the execution and delivery of this Agreement Agreement, including without limitation the existence and terms of this Agreement, and will not disclose the transactions contemplated hereby same 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 partiesothers; provided, that each of Sellerhowever, either party may disclose such data and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement and the transactions contemplated hereby information to (i) 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 partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders actual and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without prospective commercial counterparties as necessary to negotiate commercial arrangements regarding the express written consent operation of the other partiesTheaters post-Closing, so long 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 such Disclosure Parties Excluded Asset, Retained Liability or otherwise required by law or as authorized in writing by Buyer) (i) any information or materials relating to whom disclosure is made shall also agree to keep all such information confidential the Property, the Theaters, the Acquired Assets, or operations and affairs of Sellers in accordance with the terms of this Section 33, respect thereof and (ii) if disclosure 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 or by to disclose any governmental authority or by regulatory or judicial processsuch confidential information, or pursuant 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, party shall promptly notify the other party in writing writing, which notification shall include the nature of such the legal requirement and the extent of the required disclosure, exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be (including, without limitation, and shall reasonably cooperating cooperate with the other party to obtain an appropriate a protective order or other reliable assurance that confidential treatment will be accorded and otherwise preserve the confidentiality of such confidential documents or information, as the case may be, by such tribunal), and disclose only that portion of the confidential documents or information which it is legally required to discloseconsistent with applicable law. If this Agreement is terminated, upon the request of any Seller, Buyer will promptly return to Seller or destroy (such confidentiality destruction to be certified in writing) all documents, 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 be maintained and Seller and Purchaser shall destroy or deliverpermitted to make, or cause to be destroyed made, press releases or delivered, to Seller or Purchaser, as applicable, upon request, all documents and other materials, and all copies thereof, obtained thereby public announcements in connection with respect of the terms of this Agreement that are subject to such confidence, or the Contemplated Transactions or otherwise communicate with any such destruction confirmed by Seller or Purchaser, as applicable, in writing. Notwithstanding anything herein to news media with respect thereto without the contrary, (i) prior written consent of the foregoing confidentiality obligations shall not apply other party except to the extent that any such information disclosure may be required by Legal Requirement. In the event any party is a matter required by Legal Requirement to disclose any of public record or is provided in other sources readily available to the real estate industry other than as a result terms of disclosure by Seller or Purchaser, as applicable, this Agreement or the Disclosure PartiesContemplated Transactions, such party shall promptly notify the other parties in writing, which notification shall include the nature of the Legal Requirement and (ii) the extent of the required disclosure; provided, however, that Sellers hereby acknowledge and agree that Buyer shall be entitled to issue a breach press release and file a Current Report on Form 8-K in connection with the execution of this Agreement. The parties will work together in good faith to issue a joint press release to be published after the Closing. The provisions of this Section 33 by Seller shall not be deemed a default by Seller allowing Purchaser to terminate this Agreement11.14 are subject to, and the parties will comply with, all applicable Legal Requirements and Orders.

Confidentiality and Press Releases. (a) Seller and Purchaser covenant and agree not Subject to communicate the terms 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 parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement Section 29(b) below, until the Closing, Purchaser and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without will treat the express written consent of the other parties, so long as any such Disclosure Parties information disclosed to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required it by law or by any governmental authority or by regulatory or judicial processSeller, or pursuant otherwise gained through Purchaser’s access to any regulations promulgated by the New York Stock Exchange or other public exchange for the sale Property and purchase of securities, provided that in such event Seller or PurchaserSeller’s books and records, as applicable, shall notify the confidential (other party in writing of such required disclosure, exercise all 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 disclose only that portion of the confidential documents or than information which it is legally required to disclose. 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 a matter of public record or is provided in other sources readily generally available to the real estate industry public other than as a result of 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, as applicableand make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby. Notwithstanding the foregoing, in the event Purchaser is required, requested or 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, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the Disclosure Partiesextent not prohibited by law) so that Seller may, should it elect to do so, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the provisions of this Section 29(a), and (ii2) if, in the absence of a breach protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a termination of this Section 33 by Seller Agreement, Purchaser shall not be deemed a default by Seller allowing Purchaser promptly return all such confidential information to terminate this AgreementSeller. 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.

Confidentiality and Press Releases. (a) Seller and Purchaser covenant and agree not to communicate the terms 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 parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by law or by any governmental authority or by regulatory or judicial process, or pursuant 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, exercise all 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 disclose only that portion of the confidential documents or information which it is legally required to disclose. 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 a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by Seller shall not be deemed a default by Seller allowing Purchaser to terminate this Agreement.

Confidentiality and Press Releases. (a) Seller and Purchaser covenant and agree not to communicate Until the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to holdClosing, 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 parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms 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 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 than pursuant to clause (1) above) prior to the expiration 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 may made pursuant to clauses (x) or (y) above prior to the expiration of the Due Diligence Period, 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 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 clauses (x) or (y) 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 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 in 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 existence and terms of this Agreement and Informational Materials (i) to its partnersthe extent required by an applicable statute, memberslaw, attorneysregulation, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and governmental authority or securities exchange; (ii) if disclosure is to the extent required by law or by any governmental authority or by regulatory or judicial process, or pursuant to any regulations promulgated by the New York Stock Exchange Purchaser's reporting or other public exchange for filing requirements under the sale rules 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, exercise all commercially reasonable efforts to preserve the confidentiality regulations of the confidential documents or informationSecurities and Exchange Commission, 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 disclose only that portion of the confidential documents or information which it is legally required to disclose. 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 disclosure is a matter of public record or is provided in other sources readily available required on Form 8(k) with respect to the real estate industry transaction contemplated hereby or as required by any securities exchange, (iii) which is otherwise publicly known or available other than as a result of the breach of either the Confidentiality Agreement or this Section 29, (iv) if in the opinion of counsel to the disclosing party, disclosure by Seller or Purchaseris required to comply with any mandatory provision of law, as applicableof 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 Disclosure PartiesPurchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller, and (iivi) a breach 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 33 29), investor reports, investor conference calls or investor meetings which 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 Seller 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 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 clause (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 not be deemed a default by Seller allowing Purchaser of only that portion of the information that is required to terminate this Agreementbe disclosed.

Confidentiality and Press Releases. Each party agrees to keep all negotiations and the terms of this Agreement 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, none of Seller, Buyer or Seller’s Broker, will 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, conditions or substance of this Agreement (collectively, a “Disclosure”) without first obtaining the written consent of the other party, 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 Disclosures. Notwithstanding the foregoing, (a) Seller any party to this transaction (and Purchaser covenant each employee, agent or representative of the foregoing) may disclose to any and agree not 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 communicate them relating to such tax treatment and tax structure except to the terms extent maintaining such confidentiality is necessary to comply with any applicable federal or any aspect state securities laws, and (b) with prior written notice to the other party, nothing herein shall restrict Buyer or Seller’s ultimate parent company, Par Pacific Holdings, Inc., from using the name, trade name, trademark, logo, acronym or other designation of the other party in 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 transactions contemplated hereby to with 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 parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of this Agreement and the transactions contemplated hereby (i) to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and professional consultants, lenders, partners, investors, agentsor any prospective lender, employees and consultants (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by law partner or by any governmental authority or by regulatory or judicial process, or pursuant 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, exercise all 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 informationinvestor, as the case may be, by such tribunal)or prevent either party hereto, from complying with laws, rules, regulations and disclose only that portion of the confidential documents court orders, including without limitation, state or information which it is legally required to disclose. If this Agreement is terminatedfederal securities or environmental laws or regulations, such confidentiality shall be maintained governmental regulatory, disclosure, tax and Seller and Purchaser shall destroy or deliverreporting requirements, or cause to be destroyed or delivered, to Seller or Purchaser, as applicable, upon request, all documents from making disclosures in the ordinary course of its due diligence inspections and other materials, and all copies thereof, obtained thereby in connection contacts 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 a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable, or the Disclosure Parties, and (ii) a breach of this Section 33 by Seller shall not be deemed a default by Seller allowing Purchaser to terminate this Agreementthird parties related thereto.