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

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and Sellers, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality or (iii) to comply with any law, rule or regulation. 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) shall survive the Closing or the termination of this Agreement for a period of one year. (b) Sellers or 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 and in no event shall any such press release issued by Buyer disclose the identity of Sellers’ direct or indirect beneficial owners by name or the consideration paid to Sellers 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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. connection with the transaction contemplated by this Agreement, including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers and 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, Sellers and 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 (4) years following the calendar year of the Closing. (d) [***]

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellersSeller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby (the “Confidential Information”) and shall not release any such information Confidential Information to third parties without the prior written consent of the other parties hereto, except such information (i) any information which as was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are partiesAgreement), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies was within the applicable party’s possession or other advisors of any the possession of the foregoingBuyer’s Agents or Seller-Related Entities, provided that they are advised as respectively, prior to its being furnished to such applicable party by or on behalf of the confidential nature of such information and are instructed to maintain such confidentiality or 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 is the subject of the information that is individually developed, or (v) is disclosed by the applicable party or the Buyer’s Agents or Seller-Related Entities, as applicable, to comply with any law, rule or regulationregulation (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 not be construed to prevent either party from disclosing to: (y) its prospective lenders or investors, or to its principals, officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with the transaction contemplated by this Agreement; provided that such disclosing party advises any such third party of the confidential nature of the information disclosed, or (z) the Title Company. The terms of this Section 15.3(a) 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 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 Seller’s confidentiality obligation with respect to the Assets shall survive the Closing indefinitely. (b) Sellers or 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 and in no event shall any such press release issued by Buyer or Seller disclose the identity of Sellers’ the other party’s direct or indirect beneficial owners by name or the consideration paid to Sellers Seller for the Assets. Notwithstanding the foregoing, nothing herein shall limit the right of the indirect investor in Buyer to publicly disclose the transaction, after the Closing hereunder, substantially consistent with the manner such indirect investor has disclosed transactions prior to the date hereof. (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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. connection with the transaction contemplated by this Agreement, including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers Seller and 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, Sellers Seller and Buyer Xxxxx 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 (4) years following the calendar year of the Closing. (d) [***]For the avoidance of doubt, in no event shall Seller disclose the identity of any investor in Buyer and in no event shall Buyer disclose the identity of any investor in Seller, either before or after Closing without the prior written consent of the other party. (e) Seller hereby acknowledges that none of the provisions of this Agreement shall in any way limit: (i) the trading of any commercial mortgage backed securities or other similar instruments (“CMBS”) by Buyer or any Buyer-Related Entities in the ordinary course of their business (including, without limitation, any CMBS which includes any loan or other debt instrument issued or held by Seller or any of its affiliates or subsidiaries or any debt instrument collateralized by any or all of the Property), (ii) the purchase, sale or origination by Buyer or any Buyer-Related Entities of (A) any security or debt instrument issued or held by Seller or any of its affiliates or subsidiaries, (B) any debt instrument held by a third party which is collateralized by any or all of the Property, or (C) any third party’s interest in any or all of the Property, (iii) the trading of any debt instrument or equity investment that is currently owned by any Buyer-Related Entity or (iv) the trading of any debt instrument or equity investment for which any Buyer-Related Entity was/is the issuer; provided, that the Buyer-Related Entity will comply with all applicable securities laws in conducting such transactions. (f) Intentionally omitted. (g) From the Effective Date until the Closing or sooner termination of this Agreement, neither Seller nor any agent, partner, employee, director or subsidiary or Affiliate of Seller shall accept or entertain offers, negotiate, solicit interest or otherwise enter into discussions involving the sale, joint venture, recapitalization, restructuring, disposition or other transaction involving all or any part of the Property (whether directly or indirectly). Notwithstanding the foregoing, it shall not be considered a breach of this covenant in the event Seller merely receives an unsolicited offer concerning the Property, provided Seller does not respond thereto other than informing the counterparty that the Property is under contract.

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellersSeller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby (the “Confidential Information”) and shall not release any such information Confidential Information to third parties without the prior written consent of the other parties hereto, except such information (i) any information which as was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are partiesAgreement), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies was within the applicable party’s possession or other advisors of any the possession of the foregoingBuyer’s Agents or Seller-Related Entities, provided that they are advised as respectively, prior to its being furnished to such applicable party by or on behalf of the confidential nature of such information and are instructed to maintain such confidentiality or 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 is the subject of the information that is individually developed, or (v) is disclosed by the applicable party or the Buyer’s Agents or Seller-Related Entities, as applicable, to comply with any law, rule or regulationregulation (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 not be construed to prevent either party from disclosing to: (y) its prospective lenders or investors, or to its principals, officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with the transaction contemplated by this Agreement; provided that such disclosing party advises any such third party of the confidential nature of the information disclosed, or (z) the Title Company. The terms of this Section 15.3(a) shall supersede any prior confidentiality agreement that may have been entered into by the partiesparties and the Access Agreement. The provisions of this Section 15.3(a) relating to the 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 (1) Seller’s confidentiality obligation with respect to the Assets shall survive the Closing indefinitely and (2) Buyer’s confidentiality obligations with respect to the Assets shall terminate upon Closing. (b) Sellers or 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 and in no event shall any such press release issued by Buyer or Seller disclose the identity of Sellers’ the other party’s direct or indirect beneficial owners by name or the consideration paid to Sellers Seller for the Assets. Notwithstanding the foregoing, nothing herein shall limit the right of the Buyer or its subsidiaries or affiliates to publicly disclose the transaction, after the Closing hereunder, substantially consistent with the manner Buyer or its subsidiaries or affiliates has disclosed transactions prior to the date hereof. (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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. connection with the transaction contemplated by this Agreement, including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers Seller and 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, Sellers Seller and Buyer Xxxxx 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 (4) years following the calendar year of the Closing. (d) [***]For the avoidance of doubt, in no event shall Seller disclose the identity of any investor in Buyer and in no event shall Buyer disclose the identity of any investor in Seller, either before or after Closing without the prior written consent of the other party. (e) From the Effective Date until the Closing or sooner termination of this Agreement, neither Seller nor any agent, partner, employee, director or subsidiary or Affiliate of Seller shall accept or entertain offers, negotiate, solicit interest or otherwise enter into discussions involving the sale, joint venture, recapitalization, restructuring, disposition or other transaction involving all or any part of the Property (whether directly or indirectly). Notwithstanding the foregoing, it shall not be considered a breach of this covenant in the event Seller merely receives an unsolicited offer concerning the Property, provided Seller does not respond thereto other than informing the counterparty that the Property is under contract.

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellersSeller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality or (iii) to comply with any law, rule or regulation; provided, that the disclosing party shall provide prior written notice to the non-disclosing party in advance of such disclosure under this clause (iii) to the extent not prohibited under Applicable Law. The foregoing shall supersede any prior confidentiality agreement that may have been entered into by the parties. Notwithstanding the foregoing, nothing contained in this Agreement or in any other agreement between Seller and Buyer shall prohibit or limit Buyer or its Affiliates or Seller or its Affiliates from being able to disclose this Agreement or any documents or information relating thereto or in respect of the Property or this transaction to the extent necessary under the rules and regulations of any stock exchange, governmental agency or other regulatory body, or to the extent required by any examiners, regulators or similar authorities. The provisions of this Section 15.3(a) shall survive the Closing or the termination of this Agreement for a period of one (1) year. (b) Sellers or 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 and in no event shall any such press release issued by Buyer disclose the identity of Sellers’ Seller or Buyer, or either of their respective direct or indirect beneficial owners by name or the consideration paid to Sellers 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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. connection with the transaction contemplated by this Agreement, including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers Seller and 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, Sellers Seller and 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 (4) years following the calendar year of the Closing. (d) [***]

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellersBuyer, Seller and each of their respective Affiliates, Affiliates shall hold as confidential all information disclosed in connection with the transaction contemplated hereby Transaction and concerning each other, the AssetsAsset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their respective partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing; provided, provided that they such parties are advised as to the confidential nature of such information and are instructed to maintain such confidentiality or confidentiality, and (iii) to comply with Applicable Law (including, without limitation, any law, rule or regulationregulation promulgated by the United States Securities and Exchange Commission (the “SEC”). The foregoing shall supersede constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 15.3(a) shall survive the Closing or the earlier termination of this Agreement for a period of one (1) year. (b) Sellers or Each of Seller and Buyer may issue a press release with respect to this Agreement and the transactions contemplated herebyTransaction; provided, provided that the content of any such press release shall be subject to the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed) and in no event shall any such press release issued by Buyer or Seller disclose the identity of Sellers’ Seller’s or Buyer’s direct or indirect beneficial owners by name or the consideration paid to Sellers Seller or by Buyer for the AssetsAsset. (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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. connection with the transaction contemplated by this AgreementTransaction, including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers Seller and 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 AgreementTransaction. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, Sellers Seller and 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 Seller and Buyer each retain an original counterpart of this Agreement for at least four (4) years following the calendar year of the Closing. (d) [***]

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and Sellers, and each of their respective Affiliates, Seller shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, trustees, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality or confidentiality, (iii) to comply with any Applicable Law and the interpretation thereof by counsel to Buyer or Seller, as applicable, and (iv) in connection with the enforcement of this Agreement. 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, rule 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 regulationtransactions, including the specific economic terms of such transactions. The foregoing shall supersede constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 15.3(a) shall survive the Closing or and the termination of this Agreement for a period of one year. (b) Sellers or . Notwithstanding the foregoing, it is expressly understood and acknowledged that, at any time after the Effective Date, Buyer may issue a press release with respect shall have the right to this Agreement and the transactions contemplated hereby, provided that the content of any make such press release shall be subject to the prior written consent of the other party hereto and in no event shall any such press release issued by Buyer disclose the identity of Sellers’ direct or indirect beneficial owners by name or the consideration paid to Sellers 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 Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately filings with the Securities and Exchange Commission. connection Commission with respect to the transaction contemplated by this Agreement, hereby as its securities counsel shall recommend including, but not limited to, any requirements set forth in Treasury Regulation Section 1.6045so-4 called 8-K, 10-K and any successor version thereof (collectively, the “IRS Reporting Requirements”), Sellers 10-Q filings and Buyer hereby designate and appoint the Escrow Agent to act such other filings as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to shall be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts recommended by 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, Sellers and 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 (4) years following the calendar year of the Closingcounsel. (d) [***]