Confidentiality and Public Announcement or Disclosure. (a) The Property Information and all other information, other than (i) matters of public record, (ii) furnished to, or obtained through inspection of the Property by, Buyer, its affiliates, legal counsel, lenders, employees or Buyer’s Agents, including prospective partners, prospective investors and their agents (collectively “Buyer’s Representatives”) relating to the Property, (iii) which becomes generally available to the public other than as a result of Buyer’s wrongful disclosure, (iv) known by Buyer prior to disclosure hereunder, or (v) obtained on a non-confidential basis from others, will be treated by Buyer and Buyer’s Representatives as confidential, and will not be disclosed to anyone other than on a need-to-know basis to Buyer’s Representatives who agree to maintain the confidentiality of such information, and materials provided by Seller or physical reports obtained from 3rd parties, without representation or warranty will be returned and/or delivered to Seller by Buyer if the Closing does not occur. The provisions of this Section 10.2(a) shall not survive Closing but shall survive a termination of this Agreement. (b) Subject to the requirements of applicable law, neither Buyer nor Seller shall make any public announcement or disclosure of this Agreement or any information related to this Agreement or Closing, if any, to outside brokers or third parties, before or for a period of 18 months after the Closing, without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed; provided however, that either party shall be permitted to make any disclosure required by law, including without limitation, any disclosure required by the United States Securities and Exchange Commission, and may issue press releases (subject to Seller’s prior written approval in accordance with its standard disclosure policy for dispositions, and not otherwise unreasonably withheld, conditioned or delayed, and deemed approved, if not rejected with specific reasons therefore within 5 business days following written request therefore) containing any information which previously has been publicly filed with the Securities and Exchange Commission. Buyer shall not record this Agreement or any memorandum of this Agreement. This Section 10.2(b) shall survive indefinitely the Closing, close of escrow and recordation of the Deed, and shall not be deemed merged into any of the Closing documents, or any termination of this Agreement.
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Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.), Purchase and Sale Agreement (Industrial Property Trust Inc.)
Confidentiality and Public Announcement or Disclosure. (a) The Until the Closing occurs, the Property Information and all other information, other than (i) matters of public recordrecord and matters otherwise in the public domain, (ii) that are furnished to, or obtained through inspection of the Property by, Buyer, its affiliates, legal counsel, lenders, employees or Buyer’s Agents, including prospective partners, prospective investors and their agents Agents (collectively “Buyer’s Representatives”all of whom may share such information with each other) relating to the Property, (iii) which becomes generally available to the public other than as a result of Buyer’s wrongful disclosure, (iv) known by Buyer prior to disclosure hereunder, or (v) obtained on a non-confidential basis from others, will be treated by Buyer Buyer, its affiliates, lenders, employees and Buyer’s Representatives Agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis to Buyer’s Representatives consultants who agree are instructed to maintain the confidentiality of such information, except that such information may be disclosed in connection with any litigation relating to this Agreement, and materials provided except that such information may be disclosed if in the reasonable judgment of Buyer such disclosure is required by Seller or physical reports obtained from 3rd parties, without representation or warranty law. The Property Information will be returned and/or delivered to Seller by Buyer if the Closing does not occur. The provisions of this Section 10.2(a) shall not survive Closing but , which obligation shall survive a the termination of this Agreement.
(b) Subject to the requirements of applicable law, neither Buyer nor Seller shall make any public announcement or disclosure of this Agreement or any information related to this Agreement or Closing, if any, to outside brokers or third parties, before or for a period of 18 months after the Closing, without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed; provided however, that either party shall be permitted to make any disclosure required by law, including without limitation, any disclosure required by the United States Securities and Exchange Commission, and may issue press releases (subject to Seller’s prior written approval in accordance with its standard disclosure policy for dispositions, and not otherwise unreasonably withheld, conditioned or delayed, and deemed approved, if not rejected with specific reasons therefore within 5 business days following written request therefore) containing any information which previously has been publicly filed with the Securities and Exchange Commission. Buyer shall not record this Agreement or any memorandum of this Agreement. Buyer shall be permitted, without first obtaining Seller’s prior consent, to issue press releases that set forth the purchase price of the Property, the Property location, number of buildings, square footage of the buildings, the identity of tenants and cap rate determined based on the transaction contemplated by this Agreement; provided that any such press release shall not identify Seller or the Seller Parties. So long as the requirements of the immediately preceding sentence are satisfied, any press releases containing information other than that set forth in the first clause of the preceding sentence shall require Seller’s advance written consent, not to be unreasonably withheld, conditioned or delayed. Seller consents to the issuance by Buyer of a press release following the closing of title in the form attached to this Agreement as Schedule 10.2. Seller also consents to the inclusion by Buyer in a Form 8-K, to be filed with the U.S. Securities and Exchange Commission (“SEC”) promptly after the execution and delivery of this Agreement, of the purchase price of the Property, the square footage and number of buildings comprising the Property, and arrangements as to the refundability/nonrefundability of the Xxxxxxx Money (as well as the amount of the Xxxxxxx Money). Seller also consents to the inclusion by Buyer, in a Form 8K-A, to be filed with the SEC following the closing of title and the conclusion of the audit referred to in Section 10.21 of this Agreement, of historical financial information as to the Property reflected in such audit. Notwithstanding anything set forth in this Agreement to the contrary, after Closing, the Seller Parties shall be permitted to make such disclosures of the terms of this Agreement and the transaction contemplated hereby (i) as requested by government authorities, including regulators, or investors, and (ii) as required by applicable law or regulations. Except as provided above, neither Buyer nor the Seller Parties shall (x) issue press releases for the sole purpose of publicizing this Agreement and the transaction contemplated hereby without the prior written consent of the other party, or (y) make voluntary disclosures to either third parties (such as appraisers) not related to the normal business operations of either Buyer or the Seller Parties or to third parties not on a “need to know” basis with respect to such disclosures. Seller shall advise Seller Parties that the information disclosed by Seller to the Seller Parties is confidential and subject to the restrictions in this Agreement. For the purposes of this Section 10.2(b), the “Seller Parties” shall mean, collectively, Seller, Seller’s direct or indirect owners, and the affiliates, trustees, and advisors of Seller and/or Seller’s direct or indirect owners. This Section 10.2(b) shall survive indefinitely the Closing, close of escrow and recordation of the DeedDeed for a period of 18 months, and shall not be deemed merged into any of the Closing documents, or any termination of this Agreement.
Appears in 1 contract
Confidentiality and Public Announcement or Disclosure. (a) The Property Information and all other information, other than (i) matters of public record, (ii) furnished to, or obtained through inspection of the Property by, Buyer, its affiliates, legal counsel, lenders, employees or Buyer’s Agents, including prospective partners, prospective investors and their agents (collectively “Buyer’s Representatives”) relating to the Property, (iii) which becomes generally available to the public other than as a result of Buyer’s wrongful disclosure, (iv) known by Buyer prior to disclosure hereunder, or (v) obtained on a non-confidential basis from others, will be treated by Buyer and Buyer’s Representatives as confidential, and will not be disclosed to anyone other than on a need-to-know basis to Buyer’s Representatives who agree to maintain the confidentiality of such information, and materials provided by Seller or physical reports obtained from 3rd third parties, without representation or warranty will be returned and/or delivered to Seller by Buyer if the Closing does not occur. The provisions of this Section 10.2(a) shall not survive Closing but shall survive a termination of this Agreement.
(b) Subject to the requirements of applicable law, neither Buyer nor Seller shall make any public announcement or disclosure of this Agreement or any information related to this Agreement or Closing, if any, to outside brokers or third parties, before or for a period of 18 eighteen (18) months after the Closing, without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed; provided however, that either party shall be permitted to make any disclosure required by law, including without limitation, any disclosure required by the United States Securities and Exchange Commission, and may issue press releases (subject to Seller’s prior written approval in accordance with its standard disclosure policy for dispositions, and not otherwise unreasonably withheld, conditioned or delayed, and deemed approved, if not rejected with specific reasons therefore within 5 business days following written request therefore) containing any information which previously has been publicly filed with the Securities and Exchange Commission. Buyer shall not record this Agreement or any memorandum of this Agreement. This Section 10.2(b) Buyer shall survive indefinitely be permitted, without first obtaining Seller’s prior consent, to issue press releases that set forth the purchase price of the Property, the Property location, number of buildings, square footage of the buildings, the identity of tenants and cap rate determined based on Industrial Income Trust Inc.’s and its affiliated entities’ aggregate real property portfolio; provided that any such press releases shall not identify Seller or the Seller Parties, or a cap rate determined based solely on the transaction contemplated by this Agreement. So long as the requirements of the immediately preceding sentence are satisfied, any press releases containing information other than that set forth in the first clause of the preceding sentence shall require Seller’s advance written consent, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything set forth in this Agreement to the contrary, after Closing, close of escrow and recordation the Seller Parties shall be permitted to make such disclosures of the Deedterms of this Agreement and the transaction contemplated hereby (i) as requested by government authorities, and including regulators, or investors, (ii) as required by applicable law or regulations, or (iii) in the normal course of the Seller Parties’ respective businesses; it being expressly understood that Seller Parties may publish certain details of the transaction contemplated hereby in newsletters and/or annual reports provided that the identity of Buyer shall not be deemed merged into any of the Closing documentsincluded in such materials. Except as provided above, or any termination of this Agreement.neither Buyer nor the
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
