Common use of Confidentiality; Press Release; IRS Reporting Requirements Clause in Contracts

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSeller, and (ii) any party from disclosing any matters set forth in this Agreement, or any each of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such their respective affiliates shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation (including without limitation those of the United States Securities and Exchange Commission) or the requirements of any securities exchange on which such party or its parent company is listed. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section shall survive the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Datehereto, not to be unreasonably withheld, conditioned or delayed. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that the Seller and the Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSellers, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective Affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transactions contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich Affiliates of Buyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsAffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of parties are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, and (iii) to comply with any Applicable Law, including pursuant to governmental regulations and statutes as required by law for publicly traded entities or pursuant to an order by a court of competent jurisdiction. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this Section 15.3(a) shall survive the Closing (with respect to matters concerning the economic and other terms of this Agreement and the identity of Buyer’s and Sellers’ direct or indirect beneficial owners) or the termination of this Agreement for a period of six months. (b) The Neither Sellers or the nor Buyer may issue a press release or public announcement with respect to this Agreement and or the transactions contemplated hereby; provided that hereby without the content written consent of any Sellers and Buyer, unless and to the extent disclosure of the information in such press release or public announcement is required by Applicable Law, the applicable rules of any stock exchange or the applicable provisions of any stock exchange listing agreement of any party hereto, in which case the issuing party shall be subject to the prior written consent of provide the other party hereto if issued within six (6with only a reasonable opportunity to review and comment on such press release or public announcement. The provisions of this Section 15.3(b) months of shall survive the Closing Datefor a period of six months. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction transactions contemplated by this Agreement, including including, but not limited to, any requirements set forth in Income Tax Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction transactions contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Sellers and Buyer each retain a counterpart of this Agreement for at least four (4) years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSeller, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective Affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich Affiliates of Buyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsAffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this Section 14.3(a) shall survive the Closing and the termination of this Agreement for a period of one year. (b) The Sellers or the Neither Seller nor Buyer may issue a press release or other media publicity of any kind whatsoever with respect to this Agreement and the transactions contemplated hereby; hereby unless such press release or such other media publicity has been approved by the other party in writing, provided that the content of in no event shall any such press release or such other media publicity (i) if issued by Buyer, disclose the identity of Seller’s direct or indirect beneficial owners by name or (ii) in either case, the consideration paid to Seller for the Asset. Notwithstanding the foregoing, both Seller and Buyer shall be subject permitted to make filings and disclosures related to the prior written consent of transactions contemplated by this Agreement as may, in such party’s reasonable judgment, be required by applicable law, including, without limitation, disclosures required to be made to the other party hereto if issued within six (6) months of the Closing DateSecurities and Exchange Commission. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Seller and Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation, including without limitations, any securities laws or regulations or rules of the Securities and Exchange Commission or the New York Stock Exchange. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this subsection 12.2(a) shall survive the Closing or the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content and timing of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Datehereto, which consent shall not be unreasonably withheld, conditioned or delayed. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSellers, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective Affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich Affiliates of Buyer or Seller are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsAffiliates, contractorsofficers, attorneysdirectors, consultants, investors, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation. In no event shall Buyer knowingly contact any member or partner of any Seller other than Cxxxx Xxxxx and Bxxxx Xxxxx without the prior written approval of Sellers. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and the termination of this Agreement for a period of one (1) year. (b) The Sellers Any Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party parties hereto if issued within six (6) months and in no event shall any such press release disclose the identity of Buyer’s or any Seller’s direct or indirect beneficial owners by name or the Closing Dateconsideration paid for the Assets. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Sellers and Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets Business pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the applicable Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the applicable Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this Section shall survive the Closing or the termination of this Agreement for a period of 2 years. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if and in no event shall any such press release issued within six (6) months by the Buyer disclose the identity of the Closing DateSeller's direct or indirect beneficial owners by name or the consideration paid to the Seller for the Asset. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “"IRS Reporting Requirements”"), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “"Reporting Person” " (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that the Seller and the Buyer each retain an original counterpart of this Agreement for at least four (4) years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the a. The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation and (iv) materials and information that are required in Buyer's reasonable determination based on consultation with Buyer's counsel to be included in the offering documents relating to the Buyer's issuance of Common Stock (including without limitation, the prospectus supplement and Form 8-K relating thereto), and/or otherwise pursuant to Securities and Exchange Commission reporting requirements, provided the Buyer shall provide the Sellers a reasonable opportunity to review such materials and information prior to filing. The parties agree that the Buyer may file a copy of this Agreement (excluding the Schedules) with the Securities and Exchange Commission as a material contract. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this subsection 15.3(a) shall survive the Closing or the termination of this Agreement for a period of one year. (b) b. The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Datehereto. (c) c. For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent to the Closinginformation which was previously or is hereafter publicly disclosed (other than in violation of this Agreement), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and (iii) to comply with any Applicable Law. Without limiting the generality of the preceding sentence, the Buyer acknowledges that Sellers may be required to attach this Agreement to filings with the Securities and Exchange Commission as a result of certain affiliates of Sellers being foreign entities that that are publicly traded companies in the United States and that such Persons agree disclosures may be made by Sellers (and their affiliates) without the Buyer’s prior written consent. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The Sellers shall not disclose Schedule 4.2(d) to maintain any Assumed Loan Lender Party without first obtaining the confidentiality thereofprior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed). The provisions of this Section 14.4(a) shall survive the Closing for the Survival Period or the termination of this Agreement for a period of six (6) months. (b) The Sellers or the Buyer (or the members of the Buyer) may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months unless such press release is required to be made to comply with any Applicable Law, in which event no consent shall be required; provided that the Buyer is provided a reasonable opportunity to review and comment on such release to the extent reasonably practicable given the requirement to make such disclosure. Without limiting the generality of the Closing Datepreceding sentence, the Buyer acknowledges that Sellers are required to issue certain press releases with respect to this Agreement as a result of certain affiliates of Sellers being publicly traded companies and that such press releases may be made by Sellers (and their affiliates) without the Buyer’s prior written consent; provided that the Buyer is provided a reasonable opportunity to review and comment on such release to the extent reasonably practicable given the requirement to make such disclosure. Further, the form of press release attached hereto as Schedule 14.4(b) is approved. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Prior to Closing, Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich affiliates of Buyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation and (iv) in any legal proceeding between Seller and Buyer in connection with this Agreement. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this subsection shall survive the termination of this Agreement. (b) The Sellers Seller or the Buyer may issue a press release at the Closing with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if and in no event shall any such press release issued within six (6) months by Buyer disclose the identity of Seller’s direct or indirect beneficial owners by name or the consideration paid to Seller for the Asset. Neither Seller nor Buyer shall issue any such press release or other publicity prior to Closing without the prior written consent of the other party. The provisions of this subsection shall survive the Closing Datefor sixty days and shall survive any termination of this Agreement. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent Seller to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent Seller hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent Seller as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Seller and Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing. The provisions of this subsection shall survive the Closing for four years.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSeller, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective Affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich Affiliates of Buyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsAffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality or (iii) to comply with any Applicable Law or Nasdaq listing requirements. The foregoing shall supersede any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this Section 16.3(a) shall survive the Closing or the termination of this Agreement for a period of one (1) year. (b) The Sellers or the Neither Seller nor Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; hereby without the prior written consent of the other party and provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if and in no event shall any such press release issued within six (6) months by Buyer disclose the identity of Seller’s direct or indirect beneficial owners by name or the Closing Dateconsideration paid to Seller for the Assets. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in Income Tax Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain the confidentiality thereof. such confidentiality, (biii) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section shall survive the IRS Reporting Requirements Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing, after the Due Diligence Expiration Date and prior to Closing, Buyer shall be entitled (after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that are not identified therein as accurately set forth such factual information pertaining to the responsibility Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of the Reporting Personany information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain the confidentiality thereof. such confidentiality, (biii) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section shall survive the IRS Reporting Requirements Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing, Buyer shall be entitled prior to the Closing(after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that are not identified therein as accurately set forth such factual information pertaining to the responsibility Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of the Reporting Personany information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the BREP JV Interest, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent to the Closinginformation which was previously or is hereafter publicly disclosed (other than in violation of this Agreement), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, equity sources, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any federal and state securities laws or any other law, rule or regulation. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the confidentiality thereofparties. The provisions of this Section 14.4(a) shall survive the Closing or the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; hereby (including the identity of the ultimate controlling party of Buyer and Seller to the extent required by any federal or state securities laws), provided that the content of any such press release shall be subject to the prior review, comment and written consent of the other party hereto if issued within six (6) months of the Closing Dateprior to any such issuance. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in Income Tax proposed Treasury Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain the confidentiality thereof. such confidentiality, (biii) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section shall survive the IRS Reporting Requirements Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing and prior to Closing, Buyer shall be entitled (after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that are not identified therein as accurately set forth such factual information pertaining to the responsibility Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of the Reporting Personany information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures 51 required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSeller, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective Affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction of any condition precedent to transaction contemplated hereby and concerning each other, the ClosingAssets, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that hereby (the content of “Confidential Information”) and shall not release any such press release shall be subject Confidential Information to third parties without the prior written consent of the other party hereto if issued parties hereto, except (i) such information as was previously or is hereafter publicly disclosed (other than in violation of this Agreement), (ii) was within six (6) months the applicable party’s possession or the possession of the Closing Date. (c) For the purpose of complying with any information reporting requirements Buyer’s Agents or other rules and regulations Seller-Related Entities, respectively, prior to its being furnished to such applicable party by or on behalf of the IRS other party, (iii) becomes available to such party or the Buyer’s Agents or Seller-Related Entities, as applicable, from a source other than the other party, Property Manager or the Buyer’s Agents or Seller-Related Entities, as applicable, (iv) is independently developed by someone at the applicable party or the Buyer’s Agents or Seller-Related Entities, as applicable, who did not review the Confidential Information that are or may become applicable as a result of or in connection with is the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations subject of the Escrow Agent information that is individually developed, or (v) is disclosed by the applicable party or the Buyer’s Agents or Seller-Related Entities, as the Reporting Personapplicable, the Sellers and the Buyer hereby agree to comply with any law, rule or regulation (including without limitation those of the United States Securities and Exchange Commission), or in response to a court order or decision or request of a stock exchange, regulatory agency or other authority, or in response to oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process. The foregoing shall supersede any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 15.3(a) relating to the IRS Reporting Requirements Agreement and the transactions contemplated hereby shall survive the Closing or the termination of this Agreement for a period of one (1) year; provided that are not identified therein as Seller’s confidentiality obligation with respect to the responsibility of Assets shall survive the Reporting PersonClosing indefinitely.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction of any condition precedent to transaction contemplated hereby in accordance with the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of Confidentiality Agreement executed by the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereofin connection with this transaction. (ba) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (cb) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Xxxxxxx Money Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Xxxxxxx Money Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Xxxxxxx Money Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this AgreementEffective Date, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b14.3(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices , and (iii) any party issuing, filing or disclosing in a form or manner that is generally consistent with such party’s prior disclosure of each Transferred Asset similar transactions or relationship in a form previously delivered to the extent legally permissibleother party/parties, including, but not limited to, the issuance of earnings press releases or the disclosure of supplemental information in connection with such earnings press release; provided, however, that in such instance the issuing party shall use good faith efforts to provide the other party with reasonable notice and the right to review any such release prior to the issuance of the same, and upon approval either party shall be permitted to disseminate the approved information. No provision of this Section 14.4(a14.3(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal or state securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; provided that the content of any such press release shall be subject to the prior written consent of the other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) if issued within six (6) months of prior to the Closing DateClosing. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any 51 condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this AgreementPrior to Closing, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSellers, and (ii) any party from disclosing any matters set forth in this Agreementeach of their respective affiliates, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation. Without limiting the generality of the preceding sentence, the Sellers acknowledge that Buyer may be required to attach this Agreement to filings with the Securities and Exchange Commission as a result of an affiliate of Buyer being a publicly traded company in the United States and that such Persons agree to maintain disclosures may be made by Buyer (and its affiliates) without the Sellers’ prior written consent. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section 15.3(a) shall survive any termination of this Agreement for a period of one year. (b) The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if unless such press release is required to be made to comply with any Applicable Law and in no event shall any such press release issued within six (6) months by the Buyer disclose the identity of the Closing DateSellers’ direct or indirect beneficial owners by name or the consideration paid to the Sellers for the Asset. Without limiting the generality of the preceding sentence, the Sellers acknowledges that Buyer is required to issue certain press releases with respect to this Agreement as a result of an affiliate of Buyer being a publicly traded company and that such press releases may be made by Buyer (and its affiliates) without the Sellers’ prior written consent; provided that the Sellers are provided a reasonable opportunity to review and comment on such release to the extent reasonably practicable given the requirement to make such disclosure. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that the Sellers and the Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to the Closingwhich Affiliates of Buyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsAffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation and (iv) filings by Buyer with the U.S. Securities and Exchange Commission made in connection with the equity raise by Ashford Hospitality Prime, Inc. to consummate the transaction set forth in this Agreement, including the disclosure of audited historic financial statements for the Property. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section 15.3(a) shall survive the Closing and the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if hereto, not to be unreasonably withheld, and in no event shall any such press release issued within six (6) months by Buyer disclose the identity of the Closing DateSeller’s direct or indirect beneficial owners by name. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation, including 44 without limitations, any securities laws or regulations or rules of the Securities and Exchange Commission or the New York Stock Exchange. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this subsection 12.2(a) shall survive the Closing or the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content and timing of any such press release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Datehereto, which consent shall not be unreasonably withheld, conditioned or delayed. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) belowSeller, and (ii) any party from disclosing any matters set forth in this Agreement, or any each of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such their respective affiliates shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation (including without limitation those of the United States Securities and Exchange Commission). The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or the termination of this Agreement for a period of one year. (b) The Sellers Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; , provided that the content of any such press release shall be subject to the prior written consent of the other party hereto if and in no event shall any such press release issued within six (6) months by the Buyer disclose the identity of the Closing DateSeller’s direct or indirect beneficial owners by name or the consideration paid to the Seller for the Asset. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers Seller and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that the Seller and the Buyer each retain an original counterpart of this Agreement for at least four years following the calendar year of the Closing.