Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. Prior to Closing and except as set forth below, Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Purchaser and except the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof May 3, Seller 2017 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, however, that either a party may, without consent, hereto shall be permitted to disclose the any and all terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officersto its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), directorsto prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, principals, investors, attorneys, accountants and lenders (to whom the “Transaction Parties”) without the express written consent identities of the other party, so long as any parties to this Agreement shall remain undisclosed until such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof prospective investors become actual investors) and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Governmental Entity or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that any such after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information is a matter of public record or is provided in other sources readily available relating to the real estate industry other than as a result of disclosure Stock Purchase or this Agreement received by Seller the Equityholders’ Representative after the Closing or Purchaser, as applicable. Prior to Closing, any release relating to the public of information with respect to period after the transactions contemplated under this Agreement Closing and shall be in form approved enforceable by both Purchaser and Seller, and their respective counsel. This Section shall terminate at after the Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The Company and except as set forth belowAcquirer acknowledge that they have previously executed a Mutual Non-Disclosure Agreement, Seller dated October 19, 2020 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the parties hereto disclose any aspect of the terms of this Agreement and or any non-public information about Acquirer or the transactions contemplated hereby Company, as applicable, to any person or entity and other Person without the prior written consent of such party about which such non-public information relates. Notwithstanding anything to hold, the contrary in the strictest confidenceforegoing, the content of (i) each party shall be permitted to disclose any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officersand to any Governmental Entity or administrative agency to the extent necessary or advisable to be in compliance with Applicable Law, directors, principals, investors, attorneys, accountants (ii) the Shareholders and lenders (its Affiliates shall be permitted to make any disclosures respecting the “Transaction Parties”) without the express written consent of the other party, Transactions to their direct or indirect investors and equityholders and bona fide prospective investors and financing sources for bona fide fund raising or reporting purposes consistent with customary private equity practices so long as (A) such investors are bound by customary confidentiality arrangements covering the information that is disclosed and (B) any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential disclosures will not be inconsistent with any press release or public announcement approved in accordance with the terms hereof foregoing sentence, and (biii) if disclosure is Acquirer shall be permitted to make any disclosures respecting the Transactions in connection with any public offerings of its securities, public company reporting obligations or otherwise required by law any securities exchange or by regulatory or judicial process or pursuant to any regulations promulgated by either Applicable Law; provided, that during the Securities and Exchange CommissionPre-Closing Period, the New York Stock Exchange or other public exchange for Company shall have the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts right to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that review any such information is a matter disclosure respecting the Transactions in advance of public record or is provided its disclosure and Acquirer shall consider in other sources readily available good faith any comments to such disclosure proposed by the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingCompany.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed that certain Mutual Non-Disclosure Agreement, dated as set forth belowof May 22, Seller 2018, by and Purchaser covenant between Acquirer and agree not to communicate the Company (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent rules of the other party, so long as Nasdaq. The Company shall not issue any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange press release or other public exchange communications relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the sale Company to obtain the Company Stockholder Approval and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality consents and approvals of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the Company Stockholders and other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, third parties contemplated by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclosethis Agreement. The foregoing confidentiality obligations shall not apply Notwithstanding anything to the extent that any contrary contained herein or in the Confidentiality Agreement, Acquirer may make such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under communications regarding this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingor the Transactions as Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Parent and except as set forth belowthe Company have previously executed that certain Confidentiality Agreement dated January 19, Seller 2021, by and Purchaser covenant between the Company and agree not to communicate Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence; provided that Parent may disclose this Agreement to the extent it deems necessary or appropriate in order to comply with any aspect applicable law, rule or regulation, including the rules of the SEC and/or a national securities exchange. At no time shall the Company or its Representatives hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and other Person without the prior written consent of Parent. Notwithstanding anything to hold, the contrary in the strictest confidenceforegoing, the content of a party hereto shall be permitted to disclose any and all information in respect of terms (i) to any Person, to the Property which is supplied by Seller to Purchaser extent that Parent or by Purchaser to SellerMerger Sub has previously publicly disclosed such terms, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (aii) to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and lenders (the “Transaction Parties”) without the express written consent to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the other party, so long as any Transactions described herein) and the rules of the primary exchange on which such Transaction Parties to whom disclosure party is made shall also agree to keep all such information confidential in accordance with the terms hereof then listed and (biv) if disclosure is in the case of Parent and Merger Sub, to the extent required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either applicable Law (including securities laws, including without limitation the Securities Exchange Act of 1934) or the rules and Exchange Commission, regulations of the New York Stock Exchange or any other securities exchange on which Parent’s securities may then be listed. The Stockholders’ Representative hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. Notwithstanding any restrictions contained herein or in the Confidentiality Agreement, (A) the Stockholders’ Representative shall be permitted to (i) after the public exchange for announcement of the sale Merger, if any, publicly announce that it has been engaged to serve as the Stockholders’ Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof; and purchase (ii) disclose information as required by law or to employees, advisors, agents or consultants of securitiesthe Stockholders’ Representative and to the Company Indemnitors, in each case who have a need to know such information, provided that in such event Seller or Purchaser, as applicable, persons are subject to confidentiality obligations with respect thereto and (B) shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality not be bound by (i) Section 14 (Non-Solicitation) of the confidential documents Confidentiality Agreement or information, as (ii) Section 10 (Return of Information) for the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion duration of the confidential documents or information which it is legally required to discloseStockholders’ Representative’s engagement hereunder. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with With respect to the transactions contemplated under Stockholders’ Representative, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement shall be in form approved received by both Purchaser and Seller, and their respective counsel. This Section shall terminate at the Stockholders’ Representative after the Closing or relating to the period after the Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof April 27, Seller 2021 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law (including in connection with making any filings to report the Transactions under the Antitrust Laws or in responding to any request for information or documents made by a Governmental Entity investigating the transactions described herein under the Antitrust Laws) and the transactions contemplated hereby rules of the NYSE. Notwithstanding anything herein to the contrary, following Closing, the Converting Holders’ Agent shall be permitted to: (ai) after the public announcement of the Merger, announce that it has been engaged to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (serve as the “Transaction Parties”) without the express written consent Converting Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof hereof; and (bii) if disclosure is disclose information as required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either representatives of the Securities Converting Holders’ Agent and Exchange Commissionto the Converting Holders, the New York Stock Exchange or other public exchange for the sale and purchase of securitiesin each case who have a need to know such information, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts persons are subject to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingthereto.

Confidentiality; Public Disclosure. Prior (a) The parties hereto acknowledge that Acquirer Parent and the Company have previously executed a non-disclosure agreement dated November 16, 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms, and references therein to Closing the Acquirer Parent shall be deemed to include the Acquirer. Each party hereto agrees that, it and except as set forth below, Seller and Purchaser covenant and agree not to communicate its Representatives shall hold the terms of the Merger in strict confidence. As an amendment to the Confidentiality Agreement, from the Closing, Acquirer and its Affiliates are hereby released from any obligations thereunder. At no time shall any Party disclose any of the terms of the Merger (including, but not limited to, the economic terms) or any aspect of this Agreement and non-public information about a party hereto (collectively, the transactions contemplated hereby “Confidential Information”) to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedParty. Notwithstanding the foregoing, however, that either party may, without consent, (i) each Party shall be permitted to disclose the terms hereof and the transactions contemplated hereby (a) Confidential Information to its respective advisorsfinancial, consultantstax, officersand legal advisors (each of whom is bound by substantially similar obligations of confidentiality), directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Governmental Entity or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply otherwise to the extent that necessary or advisable in compliance with applicable Legal Requirements (including stock exchange rules or in any such information is a matter of public record or is provided in other sources readily available prospectus), and (ii) Acquirer and Acquirer Parent shall be entitled to disclose Confidential Information to the real estate industry other than as a result SPAC, the SPAC’s material stockholders and Representatives, Persons intending to invest in the Acquirer Parent in connection with the Business Combination Transaction, financing providers of disclosure by Seller or Purchaserthe Acquirer, as applicableAcquirer Parent and any of their Affiliates and potential financing providers of the Acquirer, Acquirer Parent and any of their Affiliates. Prior to Closing, any release to the public of information with With respect to the transactions contemplated under Securityholders’ Agent, the confidentiality provisions of this section shall also apply to information relating to the Company or any of its Subsidiaries, the Merger or this Agreement shall be in form approved or the other Transaction Documents received by both Purchaser and Sellerthe Securityholders’ Agent before or after the Closing or relating to the period after the Closing. The Acquirer, Acquirer Parent and their respective counsel. This Section Affiliates shall terminate at be released from all restrictions pursuant to this provision from and after Closing.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except the Company have previously executed a mutual non-disclosure agreement, dated as set forth belowof January 8, Seller 2019 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the terms hereof extent necessary or advisable in compliance with Applicable Law and the transactions contemplated hereby rules of Nasdaq (a) to its respective advisorsin each such case, consultantsincluding, officersfor the avoidance of doubt, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent filing of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential a Form 8-K in accordance connection with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange CommissionClosing, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, disclosing party shall notify the other party in writing of such required disclosure, shall exercise all use commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating consult with the other party prior to obtain an appropriate order or other reliable assurance that confidential treatment will making any such disclosure). The Securityholders’ Agent hereby agrees to be accorded such confidential documents or information, as bound by the case may be, by such tribunal terms and shall disclose only that portion conditions of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply Confidentiality Agreement to the same extent that any such information is as though the Securityholders’ Agent were a matter of public record or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicableparty thereto. Prior to Closing, any release to the public of information with With respect to the transactions contemplated under Securityholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement shall be received by the Securityholders’ Agent after the Closing or relating to the period after the Closing. Each of the Company and the Securityholders’ Agent (i) acknowledge that certain information disclosed in form approved by both Purchaser connection with this Agreement may constitute material non-public information concerning Acquirer and Sellerits Affiliates and that trading in Acquirer’s securities while in possession of any such information, or communicating such information to any other Person who trades in such securities, could subject such party to liability under the U.S. federal and state securities laws, and their respective counsel. This Section shall terminate at Closing(ii) agree that it and its Affiliates will not trade in Acquirer’s securities other than in compliance with all Applicable Laws.

Confidentiality; Public Disclosure. Prior (a) The Confidentiality Agreement is hereby incorporated herein and made a part hereof and shall continue in full force and effect in accordance with its terms. The Company agrees, and agrees to Closing cause its Company Affiliates, employees and except as set forth belowrepresentatives (i) to maintain the confidentiality of all confidential, Seller nonpublic information of the Purchaser, including any information, reports, records, files and books provided or made available to the Company pursuant to Section 3.2(c)(v) hereof, (ii) not to use such confidential, nonpublic information for any purpose other than for purposes of considering and approving the Acquisition by the Company Stockholders and the Company Board, and (iii) not to disclose to any Person any confidential, nonpublic information of the Purchaser covenant unless consented to in writing by the Purchaser or unless disclosed to the Company’s legal, accounting or other advisors who need to know such information for purposes of advising the Company and agree not to communicate be bound by the terms or any aspect provisions of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other partySection 7.3(a) as if they were parties hereto; provided, however, that either party may, without consent, in the event the Company is required to disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such confidential information confidential in accordance with the terms hereof and (b) if disclosure is required by law applicable Law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange CommissionOrder, the New York Stock Exchange or other public exchange for Company shall be permitted to make such disclosure, but shall first provide the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing Purchaser with prompt written notice of such required disclosure, shall exercise all commercially reasonable efforts requirement prior to preserve making any disclosure so that the confidentiality of the confidential documents or information, as the case Purchaser may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate seek a protective order or other reliable assurance appropriate remedy; provided, further, that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record becomes publicly available or is disclosed by any means other than a breach by the Company of the obligations under this Section 7.3(a) or any other confidentiality or non-disclosure agreement between the Company and the Purchaser. The Company shall obtain from any Company Stockholder requested to execute a Voting Agreement an acknowledgement in writing: (A) to maintain the confidentiality of all confidential, nonpublic information of the Purchaser disclosed to such Company Stockholder by the Company for the purpose of obtaining the execution of a Voting Agreement, including any information, reports, records, files and books provided in other sources readily or made available to the real estate industry Company pursuant to Section 3.2(c)(v) hereof, (B) not to use such confidential, nonpublic information for any purpose other than as a result for purposes of disclosure considering and approving the Acquisition by Seller the Company Stockholder, and (C) not to disclose to any Person any such confidential, nonpublic information of the Purchaser unless consented to in writing by the Purchaser or Purchaser, as applicable. Prior to Closing, any release unless disclosed to the public Company Stockholder’s legal, accounting or other advisors who need to know such information for purposes of information advising the Company Stockholder and agree to be bound by the same obligations of the Company Stockholder with respect to such confidential, nonpublic information of the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at ClosingPurchaser.

Confidentiality; Public Disclosure. Prior The parties agree to Closing and except as set forth below, Seller and Purchaser covenant and agree not to communicate maintain the terms or any aspect of this Agreement and all negotiations relating to the transactions contemplated hereby subject matter of this Agreement as confidential among the BCC Group and HCN, except [i] for disclosure to any person or entity their respective professional advisors and consultants who agree to holdbe bound by the provisions hereof; [ii] disclosures required under the Securities Exchange Act of 1934 and the Securities Act of 1933 and the regulations promulgated thereunder, in the strictest confidenceincluding without limitation, the content filings of any exhibits (collectively called "SEC Disclosures"); and all information in respect [iii] if, on the advice of counsel, the disclosing party is required to do so for compliance with law, but the disclosing party shall provide the nondisclosing party with prompt prior notice so the nondisclosing party may seek a protective order or other appropriate remedy. The disclosing party agrees to disclose only such portion of the Property which information that is supplied by Seller legally required to Purchaser or by Purchaser to Seller, without the express written consent of the other party; provided, however, that either party may, without consent, disclose the terms hereof be disclosed and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep take all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts steps to preserve the confidentiality of the confidential documents remaining information. Except for any SEC Disclosures or informationas otherwise required by law, as no member of the case may beBCC Group or HCN will issue or cause to be issued any announcement, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order press release or other reliable assurance that confidential treatment will be accorded such confidential documents statement concerning this Agreement or informationthe subject matter of this Agreement to the persons employed at the Facilities, as the case may be, by such tribunal and shall disclose only that portion residents of the confidential documents Facilities, the press or information which it is legally required to disclosethe general public without the prior written approval [i] of HCN for any such communication by any member of the BCC Group, and [ii] of Company for any such communication by HCN. The foregoing confidentiality obligations Except for SEC Disclosures, Company and HCN shall agree on disclosures for public dissemination. All approvals shall not apply to the extent that any such information is a matter of public record be unreasonably withheld, conditioned or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingdelayed.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that Acquirer and except as set forth belowthe Company have previously executed a non-disclosure agreement, Seller dated January 23, 2014 (the “Confidentiality Agreement”), which shall continue in full force and Purchaser covenant effect in accordance with its terms. Each party hereto agrees that it and agree not to communicate its Representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, howevera party hereto shall be permitted to disclose any and all terms to its financial, that either party maytax and legal advisors (each of whom is subject to a similar obligation of confidentiality), without consent, disclose and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of Nasdaq. The Stockholders’ Agent hereby agrees to be bound by the terms hereof and conditions of the transactions contemplated hereby Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following the Closing, the Stockholders’ Agent shall be permitted to disclose information as required by Applicable Law or to employees, advisors or consultants of the Stockholders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons (aA) agree to observe the terms of this Section 5.3(a) or (B) are bound by obligations of confidentiality to the Stockholders’ Agent of at least as high a standard as those imposed on the Stockholders’ Agent under this Section 5.3(a). A Converting Holder that is so bound by this Section 5.3(a) that is a venture capital or private equity fund may make such communications to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders investors as may be (i) legally or contractually required or (ii) reasonably necessary in the “Transaction Parties”) without the express written consent good faith exercise of the other partyfiduciary duties of the general partner of such Converting Holder, so long as any such Transaction Parties to whom disclosure is (x) made shall also agree in the ordinary course of business and consistent with past practice and (y) in each case such disclosures are limited to the amount of the Merger Consideration, escrow and indemnification 57 obligations, and the timing and status of closing, and such investors are obligated to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, communications confidential; provided that in no event shall such event Seller Converting Holder provide any of its investors with this Agreement or Purchaser, as applicable, shall notify the any other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply documentation related to the extent that any such information is a matter of public record Transactions, either in whole or is provided in other sources readily available to the real estate industry other than as a result of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release to the public of information with respect to the transactions contemplated under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closingpart.

Confidentiality; Public Disclosure. Prior to Closing (a) The Company, Acquiror and except as set forth belowthe Shareholder acknowledge that Acquiror and the Shareholder have previously executed a confidentiality agreement dated April 17, Seller 2023 (the “Confidentiality Agreement”) which shall continue in full force and Purchaser covenant effect in accordance with its terms. The Company and agree not to communicate each Shareholder shall, and shall cause their respective Affiliates and Representatives to, hold the terms or any aspect of this Agreement, the Transaction Documents, and the fact of this Agreement and the transactions contemplated hereby Transaction Document’s existence, in strict confidence. The Company and each Shareholder shall not (and shall cause their respective Affiliates and its Representatives not to) disclose any of the terms of this Agreement or the Transaction Documents (including the economic terms) or any non-public information about any other party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing or the Confidentiality Agreement, however, that either party may, without consent, disclose the terms hereof Company and the transactions contemplated hereby Shareholder shall be permitted to disclose any and all terms of this Agreement, the Transaction Documents or the fact of this Agreement and the Transaction Document’s existence (ai) to the Company’s Representatives and Affiliates (each of whom is subject to a similar obligation of confidentiality owed to Acquiror), (ii) to the Shareholder’s Representatives and Affiliates (each of whom is subject to a similar obligation of confidentiality owed to Acquiror) to the extent required by Applicable Law or in order for the Company to satisfy its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent obligations under this Agreement or any of the other partyTransaction Documents, so long (iii) to any Governmental Entity or administrative agency to the extent necessary to comply with Applicable Law or as any reasonably requested by such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof Governmental Entity or administrative agency, and (biv) if disclosure is as otherwise required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, Applicable Law (including, without limitation, reasonably cooperating with any rule, regulation or policy statement of any national securities exchange or market on which the other party to obtain an appropriate order Shareholder’s securities are listed or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal U.S. Securities and shall disclose only that portion of the confidential documents or information which it is legally required to discloseExchange Commission). The foregoing above confidentiality obligations undertaking of a party shall not apply to information that becomes public through public disclosure by Acquiror. Notwithstanding anything in this Agreement or the extent that any such information is a matter of public record or is provided in other sources readily available Confidentiality Agreement to the real estate industry other than as a result of disclosure by Seller or Purchasercontrary, as applicable. Prior to following Closing, any release the Shareholder shall be permitted to disclose information as required by Applicable Law or to employees, advisors or consultants of the Shareholder, in each case who have a need to know such information; provided, that, such employees, advisors or consultants either (i) agree to observe the terms of this Section 5.6, or (ii) are bound by obligations of confidentiality to the public Shareholder of information with respect to at least as high a standard as those imposed on the transactions contemplated Shareholder under this Agreement shall be in form approved by both Purchaser and Seller, and their respective counsel. This Section shall terminate at Closing5.6.

Confidentiality; Public Disclosure. Prior to Closing (a) The parties hereto acknowledge that the Confidentiality Agreement shall continue in full force and except as set forth below, Seller effect in accordance with its terms. Each party hereto agrees that it and Purchaser covenant and agree not to communicate its representatives shall hold the terms or of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any aspect party hereto disclose any of the terms of this Agreement and (including the transactions contemplated hereby economic terms) or any non-public information about a party hereto to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, other Person without the express prior written consent of the other party; providedparty hereto about which such non-public information relates, however, that either party may, without consent, disclose except as reasonably necessary for the terms hereof Company to obtain the Company Stockholder Approval and the transactions Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated hereby by this Agreement. Notwithstanding anything to the contrary in the foregoing, (ai) a party hereto shall be permitted to disclose any and all terms to its respective advisorsfinancial, consultantstax and legal advisors (each of whom is subject to a similar obligation of confidentiality), officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange Governmental Entity or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply administrative agency to the extent that any necessary or advisable in compliance with applicable Legal Requirements and (ii) the Indemnifying Parties’ Agent shall be permitted to disclose such information is a matter of public record or is provided in other sources readily available to the real estate industry other than as a result Company Indemnifying Parties in connection with performing his duties hereunder. The Indemnifying Parties’ Agent hereby agrees to be bound by the terms and conditions of disclosure by Seller or Purchaser, as applicable. Prior to Closing, any release the Confidentiality Agreement to the public of information with same extent as though the Indemnifying Parties’ Agent were a party thereto. With respect to the transactions contemplated under Indemnifying Parties’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement shall be in form approved received by both Purchaser and Seller, and their respective counsel. This Section shall terminate at the Indemnifying Parties’ Agent after the Closing or relating to the period after the Closing.