Common use of Press Releases; Confidentiality Clause in Contracts

Press Releases; Confidentiality. (a) Except as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquiror. Notwithstanding the foregoing, each Party hereto and the Macquarie Entities will be permitted to (i) communicate to its respective directors, officers, employees, stockholders, advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releases, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent if required by applicable Law or stock exchange regulation to do so, but prior to making such disclosure, the disclosing Party shall provide the other Party with a draft of such press release, announcement or filing for review and comment; provided, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by any of the Parties, or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)

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Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (a) Except which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party hereto and the Macquarie Entities will be permitted to (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsshareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such press releasesProprietary Information after Closing in its ownership and operation of the Properties; provided, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent however, that if Purchaser or Sellers are required by applicable Law law or stock exchange regulation legal process to do so, but prior to making such disclosuredisclose any Proprietary Information, the disclosing Party parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall provide inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other Party with a draft remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such press release, announcement or filing for review and comment; provided, further, that no such press release, announcement or filing confidentiality agreement shall contain survive any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation termination of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by any of the Parties, or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreement.WRIT MOB – Transaction IV

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. (a) Except Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential WRIT Industrial II pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the disclosing Party Sellers shall provide have the other Party with a draft right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such contact by this AgreementPurchaser or any of its agents or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (a) Except which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party hereto and the Macquarie Entities will be permitted to (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsshareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such press releasesProprietary Information after Closing in its ownership and operation of the Properties; provided, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent however, that if Purchaser or Sellers are required by applicable Law law or stock exchange regulation legal process to do so, but prior to making such disclosuredisclose any Proprietary Information, the disclosing Party parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall provide inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other Party with a draft remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date without Sellers’ consent, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such 57 WRIT MOB - Transaction III unpermitted contact by this AgreementPurchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. (a) Except Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the disclosing Party Sellers shall provide have the other Party with a draft right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such contact by this AgreementPurchaser or any of its agents or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (a) Except which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, the Sellers and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Sellers shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party hereto and the Macquarie Entities will be permitted to (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of Purchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsshareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such press releasesProprietary Information after Closing in its ownership and operation of the Properties; provided, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent however, that if Purchaser or Sellers are required by applicable Law law or stock exchange regulation legal process to do so, but prior to making such disclosuredisclose any Proprietary Information, the disclosing Party parties agree to furnish only that portion of the Proprietary Information WRIT MOB - Transaction I which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall provide inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other Party with a draft remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date without Sellers’ consent, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such unpermitted contact by this AgreementPurchaser or any of its agents or representatives (excluding indirect, consequential or punitive damages of any kind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. (a) Except Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, Seller and its affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Property, without first obtaining the written consent of Seller (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of the Property, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the disclosing Party Proprietary Information. Purchaser shall provide inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other Party with a draft remedies available to Seller, Seller shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperty prior to the Closing Date, and agrees to be liable for all of Seller’s damages in the event of any such contact by Purchaser or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreementits agents or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. (a) Except as provided below, neither the Acquiror Neither Buyer nor its directors, officers, employees, advisors, lenders, attorneys or agents Seller shall make issue any press release or public announcement other media publicity of any kind whatever with respect to this Agreement or any of the transactions contemplated hereby, unless approved by both parties hereto in connection writing (such approval not to be unreasonably withheld) or as required by law. This restriction shall exclude releases or announcements required by SEC reporting requirements, and other legal requirements associated with the Acquisition operation of a public real estate investment trust, as to which Buyer shall provide an opinion of counsel that such requirements compel the release of information. This restriction shall also exclude disclosure to the lenders as required to attain consent to the assumption of the Assumable Debt. Notwithstanding anything to the contrary set forth herein, the text of any press release or other media publicity must be approved by both Buyer and Seller prior to the Closing without the prior written consent distribution of the Seller Representativeany release which approval shall not be unreasonably withheld. Except as provided belowotherwise expressly set forth herein, this Agreement and the transactions contemplated hereby shall be kept confidential by the parties and all information contained herein and in any Property Information shall not be disclosed except to those employees, attorneys, accountants and professionals of the parties who have a need to know in order to evaluate the Property and/or to consummate the transactions, and such third parties shall also be directed to keep such information confidential. In the event that the Closing does not occur, all of the Property Information and any copies thereof shall be returned to Seller. Buyer for itself and all affiliated entities, officers, directors, employees and agents (collectively "Chelsea") agrees that, except as hereafter set forth, none of the Jet Center Entities, information obtained by Buyer with respect to the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make Las Vegas project will be used for any press release or public announcement in connection with the Acquisition without the prior written consent purpose other than evaluation of the Acquirortransaction contemplated hereby. Notwithstanding the foregoing, each Party hereto Buyer may generally discuss the sale of the Las Vegas Property as contemplated by this Agreement with X. Xxxxxxxx at Xxxx Enterprises provided that Xxxxxx Xxxxxx is a party to any such discussions. Prior to the Closing, such information will be obtained by and used solely by Buyer's acquisition personnel, who Buyer represents and warrants are different from their leasing personnel, and will not be shared with any leasing personnel other than the Senior Vice President and the Macquarie Entities will Vice President of Leasing or with any advertising or promotional personnel other than the Vice President of Marketing and Real Estate or the Vice President of Operations. None of the information may be permitted used in connection with any conversations, discussions or approaches to (iSeller's tenants or any third parties about leasing space in Chelsea's other project(s) communicate to its respective directors, officers, employees, stockholders, advisors, lenders, attorneys or agents in the confidentiality obligation contained in Las Vegas area. The provisions of this Section 8.2, and (ii) make such press releases, public announcements and/or filings Article shall survive a termination of this Agreement but upon Closing shall be deemed merged with the Securities and Exchange Commission Deed; provided, however that any press release issued in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent if required by applicable Law or stock exchange regulation to do so, but prior to making such disclosure, the disclosing Party Closing shall provide the other Party with a draft of such press release, announcement or filing for review and comment; provided, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable be subject to the consummation approval of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by any of the Parties, or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreementboth Buyer and Seller not to be unreasonably withheld.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Chelsea Property Group Inc)

Press Releases; Confidentiality. (a) Except Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the disclosing Party Sellers shall provide have the other Party with a draft right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such contact by this Agreement.Purchaser or any of its agents or representatives. WRIT Industrial V

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

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Press Releases; Confidentiality. (a) Except as provided below, neither Each of Sellers and Purchaser agrees that the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any initial press release or public announcement to be issued announcing the transactions contemplated by this Agreement shall be in connection with the Acquisition a form mutually agreed by Sellers and Purchaser. Sellers and Purchaser each hereby covenants that prior to the Closing without the prior any written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquiror. Notwithstanding the foregoing, each Party hereto and the Macquarie Entities will be permitted to (i) communicate to its respective directors, officers, employees, stockholders, advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releases, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent if required by applicable Law or stock exchange regulation to do so, but prior to making such disclosure, the disclosing Party shall provide the other Party with a draft of such press release, announcement statement or filing for review and comment; provided, further, that no such press release, announcement other public disclosure or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by any of the Parties, or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of portion thereof discussing the transactions contemplated by this Agreement, as applicable (a “Release”), shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) if either Sellers or Purchaser (the “Required Party”) is required by law or public company financial or securities exchange reporting requirements (including GAAP) to issue a Release prior to the Closing, the Required Party shall, at least two (2) Business Days prior to the issuance of the same, deliver a copy of the proposed Release to the other party (the “Reviewing Party”) for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed and provided, further, that if the Reviewing Party does not notify the Required Party that the proposed Release is approved or disapproved within such two (2)-Business Day period, then such Reviewing Party shall be deemed to have approved such Release; and (ii) nothing in this Section 12.17 shall prohibit Purchaser or Sellers from (a) complying with any obligations required by law or any applicable securities exchange requirements, (b) disclosing information that has previously been disclosed in Releases previously disseminated in compliance with this Section 12.17 or otherwise consistent with (and not materially expansive of) any such previous Releases, or (c) discussing the substance or any relevant details of the transactions contemplated in this Agreement with any of Purchaser’s or Sellers’, as applicable, attorneys, accountants, professional consultants and/or financial advisors; any exchange on which Purchaser or any Seller, as applicable, is listed; any rating agencies; any of Purchaser’s or Sellers’, as applicable, investors, analysts, bondholders or lenders; any of Purchaser’s or Sellers’, as applicable, insurance brokers, insurers or underwriters; any of Purchaser’s or Sellers’, as applicable, vendors; or any of Purchaser’s or Seller’s, as applicable, respective attorneys, accountants, professional consultants and/or financial advisors of the foregoing, as the case may be, either on a confidential basis or otherwise consistent with (and not materially expansive of) any information in Releases previously disseminated in compliance with this Section 12.17. Subject to the preceding sentences of this Section 12.17, prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to such party by any other party to this Agreement or their representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the Receiving Party, in connection with the transaction contemplated by this Agreement, without first obtaining the written consent of the Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by the Receiving Party or who, on behalf of the Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to the Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, the Receiving Party agrees to furnish only that portion of the Proprietary Information which the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. The Receiving Party shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Disclosing Party, the Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives.

Appears in 1 contract

Samples: Escrow Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. (a) Except as provided belowPrior to Closing, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make party may release any press release or other public announcement in connection disclosure or communication with the Acquisition prior respect to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquiror. Notwithstanding the foregoing, each Party hereto and the Macquarie Entities will be permitted to (i) communicate to its respective directors, officers, employees, stockholders, advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releases, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent if required by applicable Law or stock exchange regulation to do so, but prior to making such disclosure, the disclosing Party shall provide the other Party with a draft of such press release, announcement or filing for review and comment; provided, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by any of the Parties, or if any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreement, except for (i) the press release and public disclosure language of Seller substantially as set forth in the email from Xxxxxx Xxxxx to Xxxxxx Xxxxxxx on April 23, 2016 (8:43 a.m. Eastern Time), (ii) [intentionally omitted] and (iii) the required SEC disclosures contemplated by the final sentence of this Section 12.17. After Closing, either party may issue press releases or other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. Notwithstanding the foregoing, no such press release or other public disclosure or communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to such party by any other party to this Agreement or their representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the Receiving Party, in connection with the transaction contemplated by this Agreement, without first obtaining the written consent of the Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by the Receiving Party or who, on behalf of the Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to the Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, the Receiving Party agrees to furnish only that portion of the Proprietary Information which the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. The Receiving Party shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Disclosing Party, the Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. Notwithstanding anything to the contrary set forth in this Section 12.17, at any time, Purchaser, the Sellers and their affiliates may make such filings and/or disclosures (including the filing of this Agreement) with the SEC as are required (in such filing and/or disclosing party’s good faith judgment) in connection with the matters contemplated by this Agreements, provided, however, that no such filing and/or disclosure (other than (x) the filing of this Agreement and (y) the matters set forth in clauses (i) and (ii) of the first sentence of this Section 12.17) shall be made prior to Closing unless the disclosing party (i) provides not less than two (2) Business Days’ prior written notice to the other party of such intended filing or disclosure, which notice shall include the specific terms and form (including any attachments or exhibits thereto) and (ii) consults reasonably and in good faith with any reasonable requests or suggestions of the other party in respect of such filing or disclosure made during such (2) Business Day period (provided that disclosing party shall not be required to accept any such suggestions as and to the extent disclosing party, in the exercise of its good faith judgment, believes that such suggestions are either (x) not consistent with applicable law or (y) adverse to disclosing party in any way).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Neither party may issue press releases or other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. Purchaser acknowledges that the rules and regulations promulgated by the United States Securities and Exchange Commission (athe “SEC”) Except may require Seller to disclose certain information concerning this Agreement and the transactions contemplated herein in documents to be filed with the SEC. The Sellers and their affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to matters contemplated by this Agreement and such disclosures shall not constitute a breach or a violation of this Section 12.17 or any other confidentiality or non-disclosure agreement executed by the Closing without the prior written consent parties (or any of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirorrespective affiliates. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the disclosing Party Sellers shall provide have the other Party with a draft right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such contact by this AgreementPurchaser or any of its agents or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (First Potomac Realty Trust)

Press Releases; Confidentiality. (a) Except Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each Party hereto no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential WRIT Industrial I pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the Macquarie Entities will be permitted information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to its respective directorsPurchaser’s shareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releasesfrom complying with all laws, public announcements and/or filings with the Securities rules, regulations and Exchange Commission in connection with the Acquisition and/or capital raising activities court orders, including, without obtaining any prior written consent limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but prior Purchaser agrees to making such disclosurefurnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the disclosing Party Sellers shall provide have the other Party with a draft right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such press releaseconfidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, announcement Purchaser agrees not to contact, directly or filing for review and comment; providedindirectly, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired, or shall have been terminated, without receipt of a Second Request by personnel at any of the PartiesProperties prior to the Closing Date, or if any Party receives a Second Request, the resolution of and agrees to be liable for all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated Sellers’ damages in the event of any such contact by this AgreementPurchaser or any of its agents or representatives.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement with the consent of the other party (a) Except which consent shall not be unreasonably withheld, conditioned or delayed); provided that Seller may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In addition and notwithstanding anything to the contrary herein, Seller and their Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press release or public announcement are required in connection with the Acquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquirormatters contemplated by this Agreement. Notwithstanding the foregoing, each no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.16. Purchaser and Seller shall refrain, and shall cause their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided by the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of the other party, in connection with this transaction, without first obtaining the written consent of the other Party hereto and the Macquarie Entities will be permitted to (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Seller (i) communicate from discussing the Proprietary Information with any person who is employed by Purchaser or Seller or who, on behalf of Purchaser or Seller, is actively and directly participating in the purchase and sale of the Property, including, without limitation, to its respective directorsshareholders, officerspartners, employeesmembers, stockholdersexisting or prospective lenders, attorneys, accountants and other consultants and advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such press releasesProprietary Information after Closing in its ownership and operation of the Property; provided, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent however, that if Purchaser or Seller are required by applicable Law law or stock exchange regulation legal process to do sodisclose any Proprietary Information, but the parties agree to furnish only that portion of the Proprietary Information which such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Seller shall inform their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the non-defaulting party, the non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at the Property prior to making such disclosure, the disclosing Party shall provide the other Party with a draft of such press release, announcement or filing for review and comment; provided, further, that no such press release, announcement or filing shall contain any financial information about the Jet Center Entities other than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006Closing Date without Seller’s consent, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information about the Jet Center Entities until the waiting period applicable agrees to the consummation be liable for all of the Acquisition under Seller’s damages in the HSR Act shall have expired, event of any such unpermitted contact by Purchaser or shall have been terminated, without receipt of a Second Request by any of the Partiesits agents or representatives (excluding indirect, consequential or if punitive damages of any Party receives a Second Request, the resolution of all impediments under the HSR Act, otherwise preventing the consummation of the transactions contemplated by this Agreementkind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

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