Common use of Disclosure of Confidential Information; Public Announcements Clause in Contracts

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public (the “Confidential Information”). Notwithstanding the foregoing, Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, or (ii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the Leases; provided, however, that Purchaser or Seller (as applicable) shall, to the extent consistent with Applicable Law, (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. However, after Closing, either Party may, with the other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counsel, that it is required by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occurs, Purchaser shall allow Seller a reasonable period of time, not to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosure. This Section 7.1(a) shall survive Closing and the termination of this Agreement.

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other documents, materials, data or other information with respect to the Hotel which Company that is not generally known to the public (the “Confidential Information”). Notwithstanding the foregoing; provided, however, that Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, (ii) make a public announcement regarding the transaction contemplated in this Agreement after the expiration of the Due Diligence Period, provided that Seller and Purchaser shall approve the form and substance of any such public announcement, which approval shall not be unreasonably withheld, conditioned or delayed, or (iiiii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective shareholdersdirectors, officers, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultantsaccountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors franchisers and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the LeasesAgreement; provided, however, that Seller or Purchaser or Seller (as applicablethe case may be) shall, to the extent consistent with Applicable Law, shall (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. However; and provided, after Closing, either Party may, with the other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counselfurther, that it except for the obligations of Seller and Purchaser to use such commercially reasonable efforts, neither Seller nor Purchaser shall be liable for any breach of confidentiality by such Person, If this Agreement is required terminated, Purchaser promptly shall return all Seller Due Diligence Materials to Seller, together with any other documents which contain information obtained from any Seller Due Diligence Materials, and if requested by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occursSeller, Purchaser shall allow Seller provide a reasonable period copy of time, not all Purchaser Due Diligence Reports to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosureSeller. This Section 7.1(a6.1(a) shall survive Closing and the termination of this AgreementAgreement and Closing.

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public (the “"Confidential Information”"). Notwithstanding the foregoing; provided, however, that Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, or (ii) make a public announcement regarding the transaction contemplated in this Agreement after the expiration of the Due Diligence Period, provided that any such public announcement shall not contain the Purchaser Price and Seller and Purchaser shall otherwise approve the form and substance thereof (such approval not to be unreasonably withheld, conditioned or delayed), and (iii) disclose any Confidential Information to any Person on a “"need-to-know” " basis, such as their respective shareholdersdirectors, officers, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultantsaccountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the LeasesAgreement; provided, however, that Seller or Purchaser or Seller (as applicablethe case may be) shall, to the extent consistent with Applicable Law, shall (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable reasonable, diligent efforts to cause such Person to maintain the confidentiality of such information. However; and provided, after Closing, either Party may, with the other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counselfurther, that it except for the obligations of Seller and Purchaser to use such commercially reasonable efforts, neither Seller nor Purchaser shall be liable for any breach of confidentiality by such Person. If this Agreement is required terminated, Purchaser promptly shall return all Seller Due Diligence Materials to Seller, and if requested by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occursSeller, Purchaser shall allow provide a copy of any environmental reports obtained by or for Purchaser (but in that event, Seller a reasonable period shall reimburse Purchaser for one-half of timethe actual, not to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of out-of-pocket cost incurred by Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosurereport(s)). This Section 7.1(a) shall survive Closing and the termination of this Agreement.

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public (the “Confidential Information”). Notwithstanding the foregoing, Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, or (ii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan Contracts or the Leases; provided, however, that Purchaser or Seller (as applicable) shall, to the extent consistent with Applicable Law, (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. HoweverPrior to the Closing Date: (x) no press releases or public statements shall be issued or made by either Seller or Purchaser with respect to the transactions contemplated by this Agreement; and (y) Purchaser and Seller shall confer and agree on a press release to be issued jointly by Purchaser and Seller disclosing the transaction and the appropriate time for making such release. At no time, after Closingwhether prior to or following the Closing Date, shall either Purchaser or Seller issue any press releases (or other public statements) with respect to the transactions contemplated in this Agreement which disclose the Purchase Price or contain any mention of the other Party mayto this Agreement without the approval of such other Party, with the which approval may be withheld in such other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counsel, that it is required by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occurs, Purchaser shall allow Seller a reasonable period of time, not to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure sole and shall not be required to obtain the consent of Seller prior to making such disclosureabsolute discretion. This Section 7.1(a) shall survive Closing and the termination of this Agreement.

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public (the “Confidential Information”). Notwithstanding the foregoing; provided, Seller and however, that Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, (ii) make a public announcement regarding the transaction contemplated in this Agreement after the expiration of the Due Diligence Period (except to the extent that Purchaser is required to make a public announcement under Applicable Law), provided that Seller shall approve the form and substance of any such public announcement, which approval shall not be unreasonably withheld, conditioned or delayed, or (iiiii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective shareholdersdirectors, officers, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultantsaccountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the LeasesAgreement; provided, however, that Purchaser or Seller (as applicable) shall, to the extent consistent with Applicable Law, shall (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. However, after Closing, either Party may, with the other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counsel, that it is required by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occurs, Purchaser shall allow Seller a reasonable period of time, not to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosure. This Section 7.1(a) shall survive Closing and the termination of this Agreement, but not Closing.

Disclosure of Confidential Information; Public Announcements. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement, any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public (the “Confidential Information”). Notwithstanding the foregoing"CONFIDENTIAL INFORMATION") provided, however, that Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, (ii) make a public announcement regarding the transaction contemplated in this Agreement after the expiration of the Due Diligence Period, provided that Seller and Purchaser shall approve the form and substance of any such public announcement, which approval shall not be unreasonably withheld, conditioned or delayed, or (iiiii) disclose any Confidential Information to any Person on a “"need-to-know” " basis, such as their respective shareholdersdirectors, officers, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultantsaccountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the LeasesAgreement; provided, however, that Seller or Purchaser or Seller (as applicablethe case may be) shall, to the extent consistent with Applicable Law, shall (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. However; provided, after Closing, either Party may, with the other Party’s consent (not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counselhowever, that it except for the obligations of Seller and Purchaser to use such commercially reasonable efforts, neither Seller nor Purchaser shall be liable for any breach of confidentiality by such Person. If this Agreement is required terminated, Purchaser promptly shall return all Seller Due Diligence Materials to Seller, and if requested by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occursSeller, Purchaser shall allow Seller provide a reasonable period copy of time, not all Purchaser Due Diligence Reports to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosureSeller. This Section 7.1(a) shall survive Closing and the termination of this AgreementClosing.

Disclosure of Confidential Information; Public Announcements. Purchaser and Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this AgreementAgreement (“Agreement Information”); provided, however, that either Purchaser or Seller shall be permitted to, following the Effective Date, make a public announcement of the existence of this Agreement to purchase the Property, the form and substance of which must be approved in advance and in writing by the other party, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser shall keep confidential any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other documents, materials, data or other information with respect to the Hotel which is not generally known to the public together with the Agreement Information, (the “Confidential Information”). Notwithstanding the foregoing; provided, Seller and however, that Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required by court order or under Applicable Law, or (ii) disclose any Confidential Information to any Person on a “need-to-know” basis, such as their respective shareholdersdirectors, officers, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultantsaccountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions contemplated in this Agreement or to whom notice of this transaction may be required pursuant to the Contracts or Applicable Law, or with whom communication may be required to accomplish the assignment of the Licenses and Permits, the Contracts, the Ground Lease, the Existing Loan or the LeasesAgreement; provided, however, that Purchaser or Seller (as applicable) shall, to the extent consistent with Applicable Law, shall (a) advise such Person of the confidential nature of such Confidential Information, and (b) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information. However, From and after the Closing, either Seller or Purchaser may issue a press release or make other public statements regarding the consummation of the Closing as such Party maymay desire. In such event, with such party shall, at least three (3) Business Days prior to the issuance of same, deliver a copy of the proposed press release to the other Party’s consent (party for its review and approval, not to be unreasonably withheld, conditioned or delayed), release a press notice relating to, or otherwise announce or disclose the acquisition of, the Property. Notwithstanding the foregoing, if Purchaser determines, after consultation with counsel, that it is required by Federal or state securities laws or regulations to publicly disclose the existence or terms of this Agreement, before or after Closing occurs, Purchaser shall allow Seller a reasonable period of time, not to exceed two (2) Business Days, to review Purchaser’s proposed disclosure in advance of Purchaser making such disclosure but, for the avoidance of doubt, Purchaser shall be permitted to make such disclosure and shall not be required to obtain the consent of Seller prior to making such disclosure. This Section 7.1(a) shall survive Closing and the termination of this AgreementAgreement but not the Closing.