Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions: (a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement. (b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below. (c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1. (d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives. (e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 4 contracts
Samples: Contract of Sale (Strategic Storage Trust, Inc.), Contract of Sale (Strategic Storage Trust, Inc.), Contract of Sale (Strategic Storage Trust, Inc.)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided expressly set forth in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that that, prior to Closing, neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Sellerthe other party’s prior written consent, neither Seller nor Purchaser shall not disclose disclose, and Seller shall direct Seller Related Parties and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, (x) Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and (y) either party may disclose the terms of this Agreement provided that any such disclosure described in clauses (x) and (y) of this paragraph is (i) as required by law or court order and discloses that portion (and only that portion) that it is legally compelled to disclose (provided prior written notice of such disclosure shall be provided to Seller) the other party and the disclosing party agrees to use its best efforts to obtain assurance that confidential treatment will be accorded to such Information by the person or persons to whom it was disclosed), or (ii) as Purchaser deems deemed reasonably necessary or desirable by Purchaser and is disclosed to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyhereby or is disclosed to Seller Related Parties, provided that those to whom such Information or this Agreement is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof, and the disclosing party agrees to be responsible for any breach of this Section by the parties to whom it directly or indirectly discloses Information or this Agreement. AdditionallyNotwithstanding the foregoing, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to the due diligence representatives and/or consultants retained by any securities dealers and/or broker dealers actively evaluating Purchaser shall be entitled or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to make such disclosures if any S-11 filing) with governmental agencies (including the SEC) by any REIT (as defined in Section 11.7 herein) holding an interest (direct or indirect) in any permitted under assignee of Purchaser, and (c) to any broker/dealers in the terms REIT’s broker/dealer network and any of Section 11.20(ii) belowthe REIT’s investors.
(c) Purchaser Each party shall indemnify and hold harmless Seller the other, non-breaching party and all Seller Related Parties any related non-breaching party thereof, from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller the non-breaching party or any Seller Related Party related non-breaching party and arising out of or in connection with a breach by Purchaser the breaching party or Purchaser’s Representatives its representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, broker/dealers of the REIT or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisorsParty, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 3 contracts
Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.), Contract of Sale (KBS Real Estate Investment Trust II, Inc.), Contract of Sale (KBS Real Estate Investment Trust II, Inc.)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided Purchaser agrees that, prior to the Closing, all Property Information shall be kept strictly confidential and shall not, without the prior consent of Seller, be disclosed by Purchaser or Purchaser's Representatives, in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser's Representatives, directly or indirectly, for any purpose other than evaluating the Property. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be provided transmitted only to Purchaser's Representatives who need to know the Property Information for the purpose of evaluating the Property, and who have acknowledged to Purchaser in writing their agreement to maintain the confidentiality of the Property Information or who are by reason of their professional relationship with Purchaser so obligated. The provisions of this Section 23(a) shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements. Purchaser and Seller acknowledge that the duties of Manager with respect to Property Information are separately governed by the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Management Agreement.
(b) Purchaser agrees and Seller, for the benefit of each other, hereby agree that neither Purchaser nor Purchaser’s Representatives between the date hereof and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (as hereinafter definedoral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other facts with respect to party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 23(a), with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with Laws, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser Each party shall indemnify and hold the other harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) suffered or incurred by Seller such other party or any Seller Related Party its Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives the indemnifying party of the provisions of this Section 4.2.123.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, thereof (including, without limitation, all leases Leases, Contracts, Shopping Center Agreements and contracts Licenses) furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party of Seller's Affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 2 contracts
Samples: Sale Purchase Agreement (Macerich Co), Sale Purchase Agreement (Macerich Co)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser Homburg, whether prior to or after the date hereof, shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as expressly provided otherwise provided in this Agreement, neither Seller Cedar nor any Seller Cedar Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser Homburg hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser Homburg agrees that neither Purchaser Homburg nor Purchaser’s the Homburg Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser Homburg or Purchaser’s the Homburg Representatives from SellerCedar, any Seller Cedar Related Party or by PurchaserHomburg’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser Homburg or Purchaser’s the Homburg Representatives. Without SellerCedar’s prior written consent, Purchaser Homburg shall not disclose and Purchaser Homburg shall direct Purchaser’s the Homburg Representatives not to disclose to any person, entity or association or any of the terms, conditions or other facts with respect to this AgreementAgreement or the Purchase Contracts, including, without limitation, the status hereof, and shall not market hereof or offer the Property for salethereof. Notwithstanding the foregoingforegoing but subject to the terms of the Purchase Contracts, Purchaser Homburg may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and Cedar), (ii) as Purchaser Homburg deems necessary or desirable to Purchaser’s the Homburg Representatives in connection with PurchaserHomburg’s Investigation and the transaction transactions contemplated hereby, hereby provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereofhereof and/or the Purchase Contracts, as applicable and (iii) subject to the immediately succeeding sentence, as contained in sales materials distributed to potential investors in HP. AdditionallyPrior to any Syndication, Purchaser Homburg shall offer Cedar the opportunity to timely review and, subject to any Netherlands regulatory requirements, approve all descriptive materials published and disseminated with respect to references to Cedar or any parent or subsidiary thereof (other than the Property Owners) and its or their organizational and/or financial operations, structure or history, such approval not to be entitled unreasonably withheld, conditioned or delayed, and shall offer Cedar the opportunity to make such disclosures if permitted under timely review all materials published and disseminated with respect to any Property Owner and the terms interests therein, the Properties and the transactions contemplated by this Agreement and the Amended and Restated Partnership Agreements. The review and approval by Cedar of Section 11.20(iiany materials published and disseminated as aforesaid shall in no way subject Cedar to any liability hereunder or otherwise, it being agreed that Homburg shall defend, indemnify and hold each of the Cedar Related Parties harmless of, from and against any and all losses, claims, liabilities, damages, costs, charges and expenses (including, without limitation, reasonable legal fees and the cost of enforcement of the indemnification obligation hereunder) belowarising out of or in connection with any Syndication. Notwithstanding anything to the contrary contained herein, Homburg hereby covenants and agrees to comply with any and all confidentiality provisions set forth in the Purchase Contracts.
(c) Purchaser Homburg shall indemnify and hold harmless Seller Cedar and all Seller the Cedar Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursementsdisbursements and costs of enforcement of the indemnification obligation hereunder but excluding any special or consequential damages) suffered or incurred by Seller Cedar or any Seller Cedar Related Party and arising out of or in connection with a breach by Purchaser Homburg or Purchaser’s the Homburg Representatives of the provisions of this Section 4.2.18.
(d) Purchaser Homburg and Purchaser’s the Homburg Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser Homburg and/or Purchaser’s Representatives in accordance with this Section 4.2the Homburg Representatives. In the event this Agreement is terminated, Purchaser Homburg and Purchaser’s the Homburg Representatives shall promptly deliver to Seller destroy all originals and copies of the Information in the possession of Purchaser Homburg and Purchaser’s the Homburg Representatives (except to the extent such Information pertains to a Transaction that shall have closed). Likewise, if this Agreement is terminated as to one Transaction only in accordance with the terms of this Agreement, then Homburg and the Homburg Representatives shall promptly destroy all originals and copies of the Information pertaining to such Transaction (e.g., the applicable Property(ies) and Interests) in the possession of Homburg and the Homburg Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, in the event that a Purchase Contract shall terminate for any reason, Homburg shall deliver to Cedar promptly upon demand, all originals and copies of the Information in the possession of Homburg and the Homburg Representatives relating to the applicable Contract Property.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the PropertyProperties and/or the Interests, the operation thereof or the sale thereof, including, without limitation, the Purchase Contracts, all leases and contracts furnished to, to Homburg or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), the Homburg Representatives by Seller Cedar or any Seller Cedar Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, whether prior to or after the date hereof and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser Homburg or Purchaser’s the Homburg Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the PropertyProperties and/or the Interests.
Appears in 2 contracts
Samples: Purchase Agreement (Cedar Shopping Centers Inc), Purchase Agreement (Cedar Shopping Centers Inc)
Property Information and Confidentiality. All Information “Information” (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for the convenience of Purchaser and Purchaser’s convenience Representatives and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives or become a part of the public domain thereafter through no fault or action of Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association or any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, including the status hereof, and shall not market or offer the Property for salesale prior to the Closing. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) Claims suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1, except to the extent caused by the gross negligence or willful misconduct of Seller or any Seller Related Party.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.24.2.1. In the event If this Agreement is terminated, then Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, including attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, including their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 2 contracts
Samples: Contract of Sale, Contract of Sale (Bebe Stores, Inc.)
Property Information and Confidentiality. All (a) Purchaser agrees that, prior to the Closing, all Property Information (as hereinafter defined) provided to Purchaser shall be subject to kept strictly confidential and shall not, without the following terms and conditions:
(a) Any information provided prior consent of Seller, be disclosed by Purchaser or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall), at in any time manner whatsoever, in whole or in any mannerpart, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose other than evaluating the Properties. Without Seller’s prior written consentMoreover, Purchaser shall not disclose and Purchaser shall direct agrees, that prior to the Closing, the Property Information will be transmitted only to Purchaser’s Representatives not who need to disclose to any personknow the Property Information for the purpose of evaluating, entity operating, financing or association any investing in the Properties, and who are informed by the Purchaser of the terms, conditions or other facts confidential nature of the Property Information. The provisions of this Section 12.14 shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser and Seller for the status hereofbenefit of each other, and shall not market or offer hereby agree that between the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it date hereof and the terms Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyherein, provided that those to whom such Information is disclosed are informed without first obtaining the written consent of the confidential nature thereof other party hereto unless otherwise required by law. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transaction contemplated in this Agreement, with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser and Seller shall indemnify and hold each other harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ attorney’s fees and disbursements) suffered or incurred by Seller or any Seller Related Party either party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives the other of the provisions of this Section 4.2.112.14.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller, or destroy, and provide written notice to Seller confirming such destruction, all originals and copies of the Property Information previously provided by Seller to Purchaser in the possession of Purchaser and Purchaser’s Representatives; provided, however, that the return or destruction of such information shall not be a condition precedent to the return of the Deposit, and the Deposit shall be returned to Purchaser notwithstanding any claim by Seller that Purchaser has failed or refused to comply with its obligations under this Section 12.14(d).
(e) As used in this Agreement, the term “Property Information” shall mean any of the following: (i) all information and documents in any way relating to the PropertyProperties provided by Seller, the operation thereof or the sale thereof, including, without limitation, all leases and contracts thereof furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, or other representatives, including, without limitationlimitations, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party of Seller’s affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisorsadvisors (collectively, and (ii) all analyses“Seller’s Representatives”), compilations, data, studies, reports or other except for any information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described readily available in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Propertypublic domain.
Appears in 1 contract
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect Purchaser agrees that, prior to the Closing, all Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party Information shall be liable for any mistakeskept strictly confidential and shall not, omissionswithout the prior consent of Seller, misrepresentations be disclosed by Purchaser or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound Purchaser's Representatives, in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser's Representatives, directly or indirectly, for any verbal or written statementspurpose other than evaluating the Premises. Moreover, representationsPurchaser agrees that, appraisals, environmental assessment reports, or other information pertaining prior to the Closing, the Property Information will be transmitted only to Purchaser's Representatives who need to know the Property Information for the purpose of evaluating the Premises, and who are informed by the Purchaser of the confidential nature of the Property Information. Prior to the delivery or disclosure of any Property Information to Purchaser's Representatives at any time prior to the operation thereofClosing, except Purchaser agrees to notify Seller as expressly set forth to their identity. The provisions of this Section 24(a) shall in this Agreementno event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser agrees and Seller, for the benefit of each other, hereby agree that neither Purchaser nor Purchaser’s Representatives between the date hereof and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (as hereinafter definedoral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other facts with respect to party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24(a), with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with Laws, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller's Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller's Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s 's Representatives of the provisions of this Section 4.2.124.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver to Seller all originals and copies of the Property Information in the possession of Purchaser and Purchaser’s 's Representatives. Notwithstanding anything contained herein to the contrary, in no event shall Purchaser be entitled to receive a return of the Downpayment or the accrued interest thereon, if any, if and when otherwise entitled thereto pursuant to this Agreement until such time as Purchaser and Purchaser's Representatives shall have performed the obligations contained in the preceding sentence.
(e) As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the PropertyPremises, the operation thereof or the sale thereof, thereof (including, without limitation, all leases Leases, Contracts, and contracts Licenses) furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party of Seller's Affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents (including, without limitation, Leases, Contracts, and Licenses) prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), or the Investigations, or otherwise reflecting their review or investigation of the PropertyPremises.
Appears in 1 contract
Samples: Sale Purchase Agreement (Corporate Office Properties Trust)
Property Information and Confidentiality. All Information A. Purchaser agrees that, prior to the Closing, Purchaser shall use diligent efforts to keep all "Property Information" (as hereinafter defineddefined below) provided to confidential, and that Property Information shall not, without the prior consent of Seller, be disclosed by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s 's Representatives (as hereinafter defined) shall), at except to Purchaser Representatives, and that Property Information will not be used for any time purpose other than investigating and evaluating the Property or fulfilling Manager's responsibilities as manager under the Management Agreement. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to the Purchaser's Representatives who need to know the Property Information for the purpose of investigating and evaluating the Property, and who are informed by Purchaser of the confidential nature of the Property Information and who agree in any manner, either directly or indirectly, divulge, disclose or communicate writing to any person, entity or association comply with and be bound by this Section 11 for the Informationbenefit of Seller. The provisions of this Section 11.A. shall not apply to Property Information which is disclosed in compliance with the Management Agreement, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections which is a matter of public record and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not be used or construed by Seller to disclose to any person, entity impede Manager from complying with its obligations under the Management Agreement or association any of the terms, conditions or other facts from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, stock exchange rules, disclosure, tax and reporting requirements, subpoenas or court orders.
B. Purchaser and Seller, for the status hereofbenefit of each other, hereby agree that between the date of this Agreement and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, parties to or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto, as to the portion of the disclosure relating to this transaction, the Property or such party and its affiliates, which consent shall not market be unreasonably withheld. Seller agrees not to object to any disclosure (including public announcements) required by law or offer stock exchange rules to the Property for saleextent it identifies the parties, property and purchase price (and method of payment thereof) in connection with this transaction or other matters required to be disclosed by law or such rules. Notwithstanding Failure to disapprove any disclosure within two (2) business days of receipt shall be deemed an approval. It is understood that the foregoing, Purchaser may disclose such foregoing shall not preclude either party from discussing the substance or any relevant details of the Information and its other reportstransactions contemplated in this Agreement, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) Section 11, with any of Purchaser's attorneys, accountants, professional consultants or potential lenders, as required by law the case may be, or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection prevent either party hereto from complying with Purchaser’s Investigation and the transaction contemplated herebyapplicable laws, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees governmental regulatory, stock exchange rules, disclosure, tax and disbursementsreporting requirements, subpoenas or court orders, or prevent Seller from coordinating with tenants to obtain the Estoppel Certificates.
C. If the Closing occurs, Seller shall for a period of one (1) suffered or incurred by Seller or any Seller Related Party year after the Closing use diligent efforts to cause Xxxxxx Xxxxxx and arising out Xxxxxx Xxxxx to use diligent efforts (i) to keep all "Property Information" confidential, and (ii) not to disclose the Property Information without the prior consent of or in connection with a breach by Purchaser or Purchaser’s Representatives of the . The provisions of this Section 4.2.111.C. shall not apply to Property Information which is or becomes publicly available (other than as a result of a wrongful disclosure by Xxxxxx Xxxxxx or Xxxxxx Xxxxx) and shall not be deemed to prohibit disclosure in compliance with any laws, including without limitation, governmental regulatory, stock exchange rules, disclosure, tax and reporting requirements, subpoenas or court orders. Notwithstanding any provision to the contrary in this Agreement, Seller shall not be liable for consequential, special, exemplary or punitive damages for any breach of this Section 11.C., and Xxxxxx Xxxxxx and Xxxxxx Xxxxx shall have no personal liability under this Section.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. D. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Information "New Seller-Supplied Information" (defined below) in the possession of Purchaser and Purchaser’s Representatives's Representatives (or certify to Seller that the same has been destroyed).
(e) E. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and and, except as expressly set forth herein, makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with Purchaser shall be responsible for any breach of the terms and conditions hereofhereof by any of Purchaser’s Representatives. AdditionallyNotwithstanding the foregoing to the contrary, Seller recognizes that Xxxxx Global REIT II, Inc., which indirectly owns equity interests in Purchaser, is a public non-traded company, and Seller acknowledges and agrees that Purchaser shall or Xxxxx Global REIT II, Inc. may disclose after Closing in press releases, but prior to Closing in U.S. Securities and Exchange Commission (“SEC”) and other filings with governmental authorities, financial statements and/or other communications such information regarding the transactions contemplated hereby and any such information relating to the Property as may be entitled to make such disclosures if permitted necessary under the terms of Section 11.20(ii) belowfederal or state securities law, rules or regulations (including SEC rules and regulations), “generally accepted accounting principles” or other accounting rules or procedures.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, upon written request from Seller, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives, provided that no analyses prepared internally by Purchaser (as opposed to third party consultants) or electronic back-up copies of Information shall be required to be delivered to Seller pursuant to this paragraph.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all Seller Deliverables and any other information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Property Information and Confidentiality. All (a) Purchaser agrees that, prior to the Closing, no Property Information (as hereinafter defined) provided will be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose other than evaluating the Parking Garage. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to Purchaser’s Representatives who need to know the Property Information for the purpose of evaluating the Parking Garage. If, pursuant to any agreement between Seller and any third party any Property Information is subject to a confidentiality agreement with that third party, Purchaser agrees that delivery of that Property Information shall be subject to receipt from Purchaser of a written confidentiality agreement required by that agreement with that third party and Purchaser further agrees that transmission and use of any Property Information shall be subject to the following terms requirements of both that separate confidentiality agreement and conditions:
this Section 16. Purchaser shall not contact any governmental official, representative or employee (a) Any information provided other than officials, representatives or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety employees of sources. Except as otherwise provided in this Agreement, neither Seller nor any whom Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims allavailable to answer questions about the Parking Garage) representations and warranties as to regarding the truth, accuracy or completeness condition of the InformationParking Garage without Seller’s prior written consent thereto. In addition, or any other studiesif Seller’s consent is obtained by Purchaser, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for entitled to receive at least five (5) days’ prior written notice of the intended contact and to have a representative present when Purchaser has any mistakescontact with any governmental official, omissions, misrepresentations representative or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreementemployee.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Representatives, harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) Claims suffered or incurred by Seller or any Seller Related Party of Seller’s Representatives and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.116.
(dc) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event If this Agreement is terminated, Purchaser shall, and shall cause Purchaser’s Representatives shall to, promptly deliver to the Seller all originals and copies of the Property Information in the possession or control of Purchaser and Purchaser’s Representatives.
(ed) As used in this Agreement, the term “Property Information” “ shall mean any of the following: (i) all information and documents in any way relating to the Parking Garage or the Property, the operation thereof or the sale thereof, thereof (including, without limitation, all leases financial data and contracts records) furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “to Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), ) or the Investigations, or otherwise reflecting their review or investigation of the Parking Garage or the Property.
(e) In addition to any other remedies available to Seller, Seller shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser or Purchaser’s Representatives in order to enforce the provisions of this Section 16.
(f) The provisions of this Section 16 shall survive the Closing (and shall not be merged in the Deed) or earlier termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided Purchaser and Seller, for the benefit of each other, hereby agree that between the Effective Date and the Closing Date they will not release or cause or permit to be provided with respect to the Property is solely for Purchaser’s convenience and was released any press notices, publicity (oral or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation written) or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Informationadvertising promotion relating to, or any other studiesotherwise announce or disclose or cause or permit to be announced or disclosed, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any verbal relevant details of the transactions contemplated in this Agreement with any of its attorneys, accountants, professional consultants or written statementspotential lenders, representations, appraisals, environmental assessment reportsas the case may be, or other information pertaining prevent either party hereto from complying with any laws applicable to the Property or the operation thereofsuch party, except as expressly set forth in this Agreementincluding, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any and Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold the other and Seller's Affiliates and Purchaser's Representatives harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and disbursementsdisbursements actually incurred) suffered or incurred by Seller or any Seller Related Party the indemnified party and arising out of or in connection with a breach by Purchaser or Purchaser’s 's Representatives or Seller or Seller's Affiliates, as the case may be, of the provisions of this Section 4.2.132. The indemnification obligations contained in this Section 32(b) shall survive the Closing or the earlier termination of this Agreement.
(dc) Purchaser Seller agrees to use its reasonable good faith efforts to have Broker sign the form of Confidentiality Agreement (the "Confidentiality --------------- Agreement") attached to and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.a part hereof as Exhibit L. ---------
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Inc)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect Each of Seller and Purchaser (for purposes of this SECTION 21, each a "CONFIDENTIAL PARTY") agrees that, prior to the Closing, all Property is solely for Purchaser’s convenience Information shall be kept strictly confidential and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreementshall not, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to without the truth, accuracy or completeness prior consent of the Informationother, be disclosed by such Confidential Party or any other studiessuch Confidential Party's Representatives, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner whatsoever, in whole or in part, and will not be used by such Confidential Party or such Confidential Party's Representatives, directly or indirectly, for any verbal purpose other than evaluating and consummating the transactions contemplated by this Agreement. Moreover, each Confidential Party agrees that without limitation of any obligation on the part of Purchaser or written statements, representations, appraisals, environmental assessment reports, any Person by or other information pertaining to the Property through Purchaser or the operation thereof, except any so-called "Requestor Party" as expressly set forth in the Confidentiality Agreement, prior to the Closing, the Property Information will be transmitted only to such Confidential Party's Representatives who need to know the Property Information for the purpose of evaluating the transactions contemplated by this AgreementAgreement or the financing thereof, and who are informed by such Confidential Party of the confidential nature of the Property Information. The provisions of this SECTION 21 shall in no event apply to Property Information that is a matter of public record and shall not prevent a Confidential Party from complying with any laws or governmental ordinances, rules, regulations, orders or requirements, including governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser Each of Seller and Purchaser, for the benefit of the other, hereby agrees that neither Purchaser nor Purchaser’s Representatives between the date hereof and the Closing Date, it will not release or cause or permit to be released any press notices, publicity (as hereinafter definedoral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other facts with respect to party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. It is understood that the foregoing shall not preclude Seller or Purchaser from discussing the substance or any relevant details of the transactions contemplated in this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to SellerSECTION 21(a) and (ii) the Confidentiality Agreement, with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent Seller or Purchaser deems necessary from complying with any laws or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation governmental ordinances, rules, regulations, orders or requirements, including governmental regulatory, disclosure, tax and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claimsWithout limitation of anything to the contrary in the Confidentiality Agreement, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event if this Agreement is terminated, Purchaser each Confidential Party and Purchaser’s such Confidential Party's Representatives shall promptly deliver to Seller the other party to this Agreement all originals and copies of the Property Information referred to in SECTION 21(d)(i) in the possession of Purchaser such Confidential Party and Purchaser’s such Confidential Party's Representatives.
(ed) As used in this Agreement, the term “Information” "PROPERTY INFORMATION" shall mean any of the following: (i) all information and documents in any way relating to the PropertyUnit, the operation thereof or the sale thereof, including, without limitation, all leases thereof (including Leases and contracts Contracts) furnished to, or otherwise made available for review by, Purchaser a Confidential Party or its directorsRepresentatives, officersby the other party to this Agreement, employees, or any of such other party's affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser a Confidential Party or Purchaser’s such Confidential Party's Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause CLAUSE (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Property Information and Confidentiality. All Seller hereby agrees to provide to Purchaser the Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise expressly provided in this Agreement, neither Seller nor any Seller Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that that, prior to the consummation of the Closing, neither Purchaser nor or Purchaser’s 's Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s 's Representatives from Seller, any Seller Related Party or by Purchaser’s 's own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s 's Representatives. Without Seller’s 's prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s 's Representatives not to disclose to any person, entity or association or any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s 's Representatives in connection with Purchaser’s 's Investigation and the transaction contemplated hereby, and to Purchaser's mortgage lender and counsel to such lender, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s 's Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s 's Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s 's Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s 's Representatives; provided, however, that Purchaser may retain (but shall keep confidential) any proprietary or other internal correspondence prepared by Purchaser in connection with the Investigations.
(e) As used in this Agreement, the term “"Information” " shall mean any of the followingfollowing to the extent supplied or made available to Purchaser or Purchaser's Representatives by Seller or Seller's agents, including, without limitation, the Manager: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Property Information and Confidentiality. All Information A. Purchaser agrees that, prior to the Closing, Purchaser shall use diligent efforts to keep all "Property Information" (as hereinafter defineddefined below) provided to confidential, and that Property Information shall not, without the prior consent of Seller, be disclosed by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s 's Representatives (as hereinafter defined), except to a REIT Assignee and its Purchaser Representatives, and that Property Information will not be used for any purpose other than investigating and evaluating the Property or fulfilling Purchaser's responsibilities as manager under the Management Agreement. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to a REIT Assignee, and to the Purchaser's, Representatives and such REIT Assignee, who need to know the Property Information for the purpose of investigating and evaluating the Property, and who are informed by Purchaser of the confidential nature of the Property Information and who agree in writing to comply with and be bound by this Section 11 for the benefit of Seller. The provisions of this Section 11(A) shall, at any time or shall not apply to Property Information which is disclosed in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association compliance with the InformationManagement Agreement, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections which is a matter of public record and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and be used or construed by Seller to impede Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity from complying with its obligations under the Management Agreement or association any of the terms, conditions or other facts from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, subpoenas or court orders.
B. Purchaser and Seller, for the status hereofbenefit of each other, hereby agree that between the date of this Agreement and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, parties to or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto as to the portion of the disclosure relating to this transaction, the Property or such party and its affiliates, which consent shall not market be unreasonably withheld. Seller agrees not to object to any disclosure (including public announcements) required by law to the extent it identifies the parties, property and purchase price (and method of payment thereof) in connection with this transaction. Failure to disapprove any disclosure within two (2) business days of receipt shall be deemed an approval. It is understood that the foregoing shall not preclude either party from discussing the substance or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such any relevant details of the Information and its other reportstransactions contemplated in this Agreement, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) Section 11, with a REIT Assignee or any of Purchaser's or such REIT Assignee's attorneys, accountants, professional consultants or potential lenders, as required by law the case may be, or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection prevent either party hereto from complying with Purchaser’s Investigation and the transaction contemplated herebyapplicable laws, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees governmental regulatory, disclosure, tax and disbursements) suffered reporting requirements, subpoenas or incurred by court orders, or prevent Seller or any Seller Related Party and arising out of or in connection from coordinating with a breach by Purchaser or Purchaser’s Representatives of tenants to obtain the provisions of this Section 4.2.1Estoppel Certificates.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care C. Deleted Prior to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. Execution.
D. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Information "New Seller-Supplied Information" (defined below) in the possession of Purchaser and Purchaser’s Representatives's Representatives (or certify to Seller that the same has been destroyed).
(e) E. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to or obtained by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and and, other than as expressly set forth in Section 7.1 of this Agreement, makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time prior to the Closing or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity entity, association or association governmental authority any of the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigationsinvestigations of the Property, other than matters that were in the public domain at the time of receipt or discovery by Purchaser or Purchaser’s RepresentativesRepresentatives and as otherwise set forth below. Without Prior to the Closing, without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity entity, association or association governmental authority any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and Purchaser shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may prior to the Closing disclose such of the Information Information, knowledge and its other information, reports, studies, documents and other matters generated by it Purchaser and the terms of this Agreement (i) as required by governmental regulation, law or court order (provided prior written notice of such disclosure shall be provided to Seller) and ), (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof, and (iii) to Seller and the Seller Related Parties. AdditionallyFurther notwithstanding the foregoing, nothing contained herein shall impair Purchaser's right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser shall be entitled or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to make such disclosures if any Form S-11 Registration Filing) with governmental agencies (including the Securities and Exchange Commission (the “SEC”)) by any real estate investment trust ("REIT") holding an interest (direct or indirect) in Purchaser or in any permitted under assignee of Purchaser, and (c) to any broker/dealers in the terms REIT's broker/dealer network and any of Section 11.20(ii) belowthe REIT's investors.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not in any event be liable for speculative, special, consequential, or punitive damages under this Agreement.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event If this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller upon Seller’s request all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, managers, appraisers, investors, lenders, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers engineers, and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect Buyer agrees that, prior to the Closing, all Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party Information shall be liable for any mistakeskept strictly confidential and shall not, omissionswithout the prior consent of Seller, misrepresentations be disclosed by Buyer or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound Buyer’s Representatives, in any manner by any verbal or written statementswhatsoever, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time whole or in part, to any mannerPerson other than Buyer’s accountants, either legal advisors and other professionals and to Buyer’s current and/or prospective lenders and investors (collectively, “Permitted Disclosure Parties”), and will not be used by Buyer or Buyer’s Representatives, directly or indirectly, divulgefor any purpose whatsoever other than evaluating the Assets and seeking to complete the Closing. Moreover, disclose or communicate Buyer agrees that, prior to any personthe Closing, entity or association the Information, or any other knowledge or information acquired by Purchaser or PurchaserProperty Information will be transmitted only to Buyer’s Representatives from Sellerand to those other Permitted Disclosure Parties who need to know the Property Information for the purpose of evaluating the Assets, and who are informed by Buyer of the confidential nature of the Property Information and (ii) who (with the exception of Buyer’s professionals and lender) agree in writing to be bound by the terms of this Section 21 and Section 17(c). Prior to the delivery or disclosure of any Seller Related Party or by PurchaserProperty Information to Buyer’s own inspections and investigations, Representatives (other than matters that were Buyer’s professionals or lender) at any time prior to the Closing, Buyer agrees to notify Seller as to their identity and to furnish Seller with their written assumption and adoption of the terms of this Section 21 and Section 17(c), all in the a form reasonably acceptable to Seller. The provisions of this Section 21(a) shall in no event apply to Property Information which is a matter of public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser record and shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts prevent Buyer from complying with respect to this AgreementLaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Buyer and Seller, for the status hereofbenefit of each other, and shall not market or offer hereby agree that between the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it Effective Date and the terms Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement (i) as required by law or court order (provided prior the transactions contemplated herein, without first obtaining the written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed consent of the confidential nature thereof and agree(s) other Party hereto. It is understood that the foregoing shall not preclude the Party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below21(a), with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent the Parties from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(c) Purchaser Buyer shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ reasonable attorney’s fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser Buyer or Purchaserany of Buyer’s Representatives of the provisions of this Section 4.2.121.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser Buyer and PurchaserBuyer’s Representatives shall promptly deliver to Seller all originals and copies of the Property Information in the possession of Purchaser Buyer and PurchaserBuyer’s RepresentativesRepresentatives and, regardless of whether or not Buyer has done so, shall not be permitted to use any of the Property Information for any purpose thereafter. Notwithstanding anything to the contrary contained herein, if Buyer is entitled to a return of the Deposit pursuant to the terms of this Agreement, a Default by Buyer solely under this Section 21 shall not preclude the return of the Deposit to Buyer.
(e) As used in The provisions of this Section 21 shall survive the termination of this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.)
Property Information and Confidentiality. All A. Purchaser agrees that, prior to the Closing, all Property Information (as hereinafter defined) provided to Purchaser ), shall be subject to kept strictly confidential and shall not, without the following terms and conditions:
(a) Any information provided prior consent of Seller, be disclosed by Purchaser or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound 's Representatives in any manner by any verbal or written statementswhatsoever, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time whole or in any mannerpart, either and will not be used by Purchaser or Purchaser's Representatives, directly or indirectly, divulge, disclose or communicate to for any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, purpose other than matters that were in evaluating the public domain at the time of receipt by Purchaser or Purchaser’s RepresentativesProperty. Without Seller’s prior written consentMoreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to Purchaser's Representatives who need to know the Property Information for the purpose of evaluating the Property, and who are informed by the Purchaser of the confidential nature of the Property Information and agree to comply with this Section 11. The provisions of this Section 11(A) shall in no event apply to Property Information which is a matter of public record and shall not disclose and prevent Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
B. Purchaser and Seller, for the status hereofbenefit of each other, hereby agree that between the date of this Agreement and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever (except as reasonable in connection with the Estoppel Certificates), the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not market preclude either party from discussing the substance or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such any relevant details of the Information and its other reportstransactions contemplated in this Agreement, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) Section 11, with any of its attorneys, accountants, professional consultants or potential lenders, as required by law the case may be, or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection prevent either party hereto from complying with Purchaser’s Investigation and the transaction contemplated herebyapplicable laws, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees governmental regulatory, disclosure, tax and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1reporting requirements.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. C. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Property Information in the possession of Purchaser and Purchaser’s 's Representatives.
(e) D. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, thereof (including, without limitation, all leases Leases, Service Contracts, labor contracts and contracts licenses) furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, lenders or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisorsof Seller's Affiliates, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based onbased, in whole or in part, the on any information or documents described in the preceding clause (i), the Investigationsor investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Real Estate Sale Agreement (First Capital Income Properties LTD Series Viii)
Property Information and Confidentiality. All (a) Purchaser agrees that, prior to the Closing, all Property Information (as hereinafter defined) provided to Purchaser shall be subject to kept strictly confidential and shall not, without the following terms and conditions:
prior consent of Seller, be disclosed by Purchaser or Purchaser's Representatives (a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreementhereinafter defined), neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser's Representatives, directly or indirectly, for any verbal or written statementspurpose other than evaluating the Property and financing thereof. Moreover, representationsPurchaser agrees, appraisals, environmental assessment reports, or other information pertaining that prior to the Closing, the Property Information will be transmitted only to Purchaser's Representatives who need to know the Property Information for the purpose of evaluating, operating, financing or investing in the operation thereofProperty, except as expressly set forth and who are informed by the Purchaser of the confidential nature of the Property Information. The provisions of this Article 18 shall in this Agreementno event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold Seller harmless Seller and all Seller Related Parties from and against any and all claims, demands, actions, causes of action, lossesproceedings, judgments, damages, losses, liabilities, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and disbursements) (collectively, "Liabilities") suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1Article 18.
(dc) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver to Seller, or destroy, and provide written notice to Seller confirming such destruction, all originals and copies of the Property Information previously provided by Seller to Purchaser in the possession of Purchaser and Purchaser’s 's Representatives; provided, however, that the return or destruction of such information shall not be a condition precedent to the return of the Deposit, and the Deposit shall be returned to Purchaser notwithstanding any claim by Seller that Purchaser has failed or refused to comply with its obligations under this Article 18.
(ed) As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the PropertyProperty provided by Seller, the operation thereof or the sale thereof, including, without limitation, all leases and contracts thereof furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, or other representatives, including, without limitationlimitations, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party of Seller's affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i)) except for any information readily available in the public domain, the Investigationsalready in Purchaser's possession prior to delivery by Seller or Seller's agents, or subsequently delivered to Purchaser by a party not known by Purchaser to be obligated to keep such information confidential.
(e) In addition to any other remedies available to Seller, Seller shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser or Purchaser's Representatives in order to enforce the provisions of this Article 18.
(f) Notwithstanding anything contained in this Agreement to the contrary, prior to Closing and subject to the requirements of law, including the requirements of any governmental agency having jurisdiction over either Purchaser or Seller or any legal process, neither Purchaser nor Seller nor any of their affiliates, agents, employees, advisors or representatives shall issue any press release, publicity (oral or written) or advertising promotion relating to the transaction described herein or otherwise reflecting their review announce or investigation disclose or cause or permit to be announced or disclosed any details related to the transaction described herein unless consented to by the other party.
(g) The provisions of this Article 18 shall survive the Propertytermination of this Agreement and Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Real Estate Income Trust, Inc.)
Property Information and Confidentiality. All Information A. Purchaser agrees that, prior to the Closing, Purchaser shall use diligent efforts to keep all "Property Information" (as hereinafter defineddefined below) provided to confidential, and that Property Information shall not, without the prior written consent of Seller, be disclosed by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s 's Representatives (as hereinafter defined) shall), at any time or in any manner, either directly or indirectly, divulge, disclose or communicate except to any person, entity or association the Information, PREIT or any other knowledge or information acquired by assignee and its Purchaser Representatives or Purchaser’s Representatives from Seller's lender, and that Property Information will not be used for any Seller Related Party or by Purchaser’s own inspections and investigations, purpose other than matters that were in investigating and evaluating the public domain at the time of receipt by Purchaser or Purchaser’s RepresentativesProperty. Without Seller’s prior written consentMoreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to PREIT or an assignee, and to the Purchaser's Representatives and such entities who need to know the Property Information for the purpose of investigating and evaluating the Property. The provisions of this Section 11.A shall not disclose apply to Property Information which is a matter of public record and shall not be used or construed by Seller to impede Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, subpoenas or court orders or stock exchange rules.
B. Purchaser and Seller, for the status hereofbenefit of each other, hereby agree that between the date of this Agreement and the expiration of the Review Period, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, parties to or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto as to the portion of the disclosure relating to this transaction, the Property or such party and its affiliates, which consent shall not market be unreasonably withheld. Seller or offer Purchaser shall have no right to object to any disclosure (including public announcements) required by law to the Property for saleextent it identifies the parties, property and purchase price (and method of payment thereof) in connection with this transaction. Notwithstanding Failure to disapprove any disclosure within two (2) business days of receipt shall be deemed an approval. It is understood that the foregoing, Purchaser may disclose such foregoing shall not preclude either party from discussing the substance or any relevant details of the Information and its other reportstransactions contemplated in this Agreement, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) as required by law Section 11, with PREIT or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed any of the confidential nature thereof and agree(s) to keep Purchaser's or PREIT's or Seller's attorneys, accountants, professional consultants or potential lenders, as the same confidential in accordance case may be, or prevent either party hereto from complying with the terms and conditions hereof. Additionallyapplicable laws, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees governmental regulatory, disclosure, tax and disbursements) suffered reporting requirements, subpoenas or incurred by court orders, or stock exchange rules or prevent Seller or any Seller Related Party and arising out of or in connection from coordinating with a breach by Purchaser or Purchaser’s Representatives of tenants to obtain the provisions of this Section 4.2.1Estoppel Certificates.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. C. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Information "New Seller-Supplied Information" (defined below) in the possession of Purchaser and Purchaser’s Representatives's Representatives (or certify to Seller that the same has been destroyed).
(e) D. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither omitted other than that Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate has delivered full and complete copies of all of the Property nor shall Seller or any Seller Related Party be bound material in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreementquestion.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any subsequently through no breach of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status provisions hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionallyhereof provided, however, with respect to disclosures to Purchaser’s mortgage lender, an agreement therefrom as to confidentiality shall not be required but Purchaser shall be entitled to make responsible for any loss or damage resulting from disclosure of confidential material by such disclosures if permitted under the terms of Section 11.20(ii) belowlender in violation hereof.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and to the extent arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information environmental reports and documents in any way records relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases testing results and contracts furnished toreports, permits, licenses, certificates and correspondence from Governmental Authorities. All Information shall be delivered to Purchaser or otherwise made available for review by, Purchaser or its Purchaser’s directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors accountants (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, representatives within five (5) Business Days following execution and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained delivery of this Agreement by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Propertyparties. .
Appears in 1 contract
Samples: Contract of Sale (Atlantic Express Transportation Corp)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b1) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shallthat, at any time or in any mannerprior to the Closing, either directly or indirectlyall Property Information shall be kept strictly confidential and shall not, divulge, disclose or communicate to any person, entity or association without the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from prior written consent of Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt be disclosed by Purchaser or Purchaser’s Representatives, in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose other than evaluating the Properties. Without Seller’s prior written consentMoreover, Purchaser shall not disclose and Purchaser shall direct agrees that, prior to the Closing, the Property Information will be transmitted only to Purchaser’s Representatives not who need to disclose to any personknow the Property Information for the purpose of evaluating the Properties, entity or association any and who are informed by the Purchaser of the terms, conditions or other facts confidential nature of the Property Information. The provisions of this Section 24(1) shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with respect to this Agreementany law, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyreporting requirements, provided that those prior to whom such Purchaser disclosing any Property Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential as set forth in accordance with the terms and conditions hereof. Additionallythis sentence, Purchaser shall be entitled to make notify, and consult with, Seller regarding such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) disclosure. Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.124(1).
(d2) Purchaser and Purchaser’s Representatives shall use reasonable care Seller, for the benefit of each other, hereby agree that between the date hereof and the Closing Date, they will not release or cause or permit to maintain be released any press notices, publicity (oral or written), advertising or promotional materials relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in good condition all any manner whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the Information furnished other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or made available any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24(1), with any of its attorneys, accountants, professional consultants, potential lenders or potential investors in a proposed Rule 144A offering, as the case may be, or prevent either party hereto from complying with any law, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements or prevent either party from making any disclosure required to obtain any governmental consents or other third party consents that are required to be obtained prior to the Closing or that are necessary in order to pursue the subdivisions of the AESC-SLC Property and the AEPC Property, provided that prior to Purchaser and/or Purchaser’s Representatives releasing or otherwise disclosing any information as set forth in accordance this sentence, Purchaser shall notify, and consult with, Seller regarding such release or disclosure. Purchaser shall indemnify and hold Seller harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred and arising out of or in connection with a breach by Purchaser of the provisions of this Section 4.224(2). Notwithstanding the foregoing, Seller may make disclosures (i) that it believes are desirable to make to its employees in explanation of this transaction and in answering questions that Seller’s employees may raise and (ii) that Seller believes are necessary to make under the Securities Exchange Act of 1934 (including the filing of this Agreement as an exhibit to any filing required or otherwise necessary under such act). Further, Seller shall be entitled to issue a press release pertaining to the transactions contemplated by this Agreement upon (x) the signing of this Agreement and (y) the closing of transactions contemplated hereby (or any one of them); provided that Seller shall give Purchaser an opportunity to review such press release(s) before same are issued.
(3) In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall either (i) promptly deliver to Seller all originals and copies of the Property Information referred to in clause (i) of Section 24(4) in the possession of Purchaser and Purchaser’s Representatives or (ii) confirm in writing that such Property Information has been destroyed, at Purchaser’s expense. In the event Purchaser or Purchaser’s Representatives fail to comply with the preceding sentence within ten (10) business days after this Agreement is terminated, Purchaser shall pay Seller $10,000 for each day after the tenth business day that Seller has not received materially all Property Information and/or the confirmation of destruction, and Purchaser shall indemnify, defend and hold Seller harmless from and against all losses, damages and claims arising from Purchaser’s or Purchaser’s Representatives’ failure.
(e4) As used in this Agreement, the term “Property Information” shall mean any of the following: (i) all information and documents in any way relating to the PropertyProperties, the operation thereof, the sale thereof or the sale thereof, including, without limitation, all leases and contracts leasing thereof furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party of Seller’s Affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the PropertyProperties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect Each of Seller and Purchaser (for purposes of this Section 21, each a "Confidential Party") agrees that, prior to the Closing, all Property is solely for Purchaser’s convenience Information shall be kept strictly confidential and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreementshall not, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to without the truth, accuracy or completeness prior consent of the Informationother, be disclosed by such Confidential Party or any other studiessuch Confidential Party's Representatives, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statementswhatsoever, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time whole or in any mannerpart, either and will not be used by such Confidential Party or such Confidential Party's Representatives, directly or indirectly, divulge, disclose or communicate to for any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, purpose other than matters that were in evaluating and consummating the public domain at the time of receipt transactions contemplated by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consentthis Agreement (including, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to Purchaser, any assignment or designation described in subsection 20(a)). Moreover, each Confidential Party agrees that, prior to the Closing, the Property Information will be transmitted only to such Confidential Party's Representatives (and, in the case of DLIP, any permitted potential assignee or designee of DLIP's rights under this Agreement and such assignee's or designee's Representatives and the Representatives of such assignee's or designee's potential lenders) who need to know the Property Information for the purpose of evaluating the transactions contemplated by this Agreement or the financing thereof, and who are informed by such Confidential Party of the confidential nature of the Property Information (and, in the case of any permitted potential assignee or designee of DLIP's rights under this Agreement, who have entered into a confidentiality agreement substantially in the form of Exhibit V attached hereto or in such other form as is mutually and reasonably acceptable to Seller and DLIP). The provisions of this Section 21 shall in no event apply to Property Information which is a matter of public record and shall not prevent a Confidential Party from complying with any laws or governmental ordinances, rules, regulations, orders or requirements, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Each of Seller and Purchaser, for the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such benefit of the Information and its other reportsother, studies, documents and other matters generated by it hereby agrees that between the date hereof and the terms Closing Date, it will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement (i) as required by law or court order (provided prior the transactions contemplated herein, without first obtaining the written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed consent of the confidential nature thereof and agree(s) other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. It is understood that the foregoing shall not preclude Seller or Purchaser from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii21(a) belowabove, with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent Seller or Purchaser from complying with any laws or governmental ordinances, rules, regulations, orders or requirements, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser each Confidential Party and Purchaser’s such Confidential Party's Representatives shall promptly deliver to Seller the other party to this Agreement all originals and copies of the Property Information referred to in clause (i) of Section 21 (d) below in the possession of Purchaser such Confidential Party and Purchaser’s such Confidential Party's Representatives.
(ed) As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the PropertyUnit, the operation thereof or the sale thereof, thereof (including, without limitation, all leases Leases and contracts Contracts) furnished to, or otherwise made available for review by, Purchaser a Confidential Party or its directorsRepresentatives (or, officersin the case of DLIP, employees, affiliates, partners, members, brokers, agents any permitted potential assignee or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers designee of DLIP's rights under this Agreement and financial advisors (collectively, “Purchaser’s Representatives”such assignee's or designee's Representatives and the Representatives of such assignee's or designee's potential lenders), by Seller the other party to this Agreement, or any Seller Related Party of such other party's affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser a Confidential Party or Purchaser’s such Confidential Party's Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that that, prior to Closing, neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Sellerthe other party’s prior written consent, neither Seller nor Purchaser shall not disclose disclose, and Seller shall direct Seller’s Representatives and Purchaser shall direct Purchaser’s Representatives not to disclose disclose, to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, (x) Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it it, and (y) either party may disclose the terms of this Agreement provided that any such disclosure described in clauses (x) and (y) of this paragraph is (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and the other party), (ii) as Purchaser deems deemed necessary or desirable by Purchaser and is disclosed to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyhereby or is disclosed to Seller’s Representatives, provided that those to whom such Information or the Agreement is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained herein shall impair Purchaser’s (or its Permitted Assignee’s) right to disclose Information relating to the Property (a) to its lender, if any, (b) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its Permitted Assignees, (c) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any real estate investment trust (“REIT”) holding an interest (direct or indirect) in any Permitted Assignee of Purchaser, and (d) to any broker/dealers in such REIT’s broker/dealer network and any of such REIT’s investors, provided that in the case of clauses (b) and (d) in this sentence, those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents (other than proprietary information prepared by Purchaser) prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust, Inc.)
Property Information and Confidentiality. All Information A. Purchaser agrees that, prior to the Closing, Purchaser shall use diligent efforts to keep all "Property Information" (as hereinafter defineddefined below) provided to confidential, and that Property Information shall not, without the prior consent of Seller, be disclosed by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s 's Representatives (as hereinafter defined), except to a REIT Assignee and its Purchaser Representatives, and that Property Information will not be used for any purpose other than investigating and evaluating the Property or fulfilling Purchaser's responsibilities as manager under the Management Agreement. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to a REIT Assignee, and to the Purchaser's, Representatives and such REIT Assignee, who need to know the Property Information for the purpose of investigating and evaluating the Property, and who are informed by Purchaser of the confidential nature of the Property Information and who agree in writing to comply with and be bound by this Section 11 for the benefit of Seller. The provisions of this Section 11(A) shall, at any time or shall not apply to Property Information which is disclosed in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association compliance with the InformationManagement Agreement, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections which is a matter of public record and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and be used or construed by Seller to impede Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity from complying with its obligations under the Management Agreement or association any of the terms, conditions or other facts from complying with respect to this Agreementlaws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, subpoenas or court orders.
B. Purchaser and Seller, for the status hereofbenefit of each other, hereby agree that between the date of this Agreement and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions, parties to or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other party hereto, as to the portion of the disclosure relating to this transaction, the Property or such party and its affiliates, which consent shall not market be unreasonably withheld. Seller agrees not to object to any disclosure (including public announcements) required by law to the extent it identifies the parties, property and purchase price (and method of payment thereof) in connection with this transaction. Failure to disapprove any disclosure within two (2) business days of receipt shall be deemed an approval. It is understood that the foregoing shall not preclude either party from discussing the substance or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such any relevant details of the Information and its other reportstransactions contemplated in this Agreement, studies, documents and other matters generated by it and subject to the terms of this Agreement (i) Section 11, with a REIT Assignee or any of Purchaser's or such REIT Assignee's attorneys, accountants, professional consultants or potential lenders, as required by law the case may be, or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection prevent either party hereto from complying with Purchaser’s Investigation and the transaction contemplated herebyapplicable laws, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees governmental regulatory, disclosure, tax and disbursements) suffered reporting requirements, subpoenas or incurred by court orders, or prevent Seller or any Seller Related Party and arising out of or in connection from coordinating with a breach by Purchaser or Purchaser’s Representatives of tenants to obtain the provisions of this Section 4.2.1Estoppel Certificates.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care C. Deleted Prior to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. Execution.
D. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Information "New Seller-Supplied Information" (defined below) in the possession of Purchaser and Purchaser’s Representatives's Representatives (or certify to Seller that the same has been destroyed).
(e) E. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were are in the public domain at the time of receipt by Purchaser or Purchaser’s Representativesdomain. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, but subject to the last sentence of this Section 4.2.4(b), Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation Investigations and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. AdditionallyIn no event shall Purchaser provide any governmental entity or agency with any information concerning the environmental condition of any portion of the Property without obtaining Seller’s prior written consent, which may be granted or withheld in Seller’s sole discretion except that Seller shall provide such written consent in the event Purchaser shall be entitled is required by applicable law to make provide such disclosures if permitted under the terms of Section 11.20(ii) belowinformation to a governmental entity or agency.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.14.2.4.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly shall, within five (5) Business Days after the effective date of such termination, deliver to Seller all originals and all copies of all of the Information provided by or obtained from Seller in the possession of Purchaser and Purchaser’s Representatives and copies of all non-confidential third-party reports related to the Property obtained or prepared by or on behalf of Purchaser or Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all Property Reports, leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Contract of Sale (Hines Real Estate Investment Trust Inc)
Property Information and Confidentiality. All Seller hereby agrees to provide to Purchaser the Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreementexpressly set forth herein, neither Seller nor any Seller Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor or Purchaser’s 's Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s 's Representatives from Seller, and any Seller Related Party or by Purchaser’s 's own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s 's Representatives or has become public information after receipt by Purchaser or Purchaser's Representatives. Without Seller’s 's prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s 's Representatives not to disclose to any person, entity or association or any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s 's Representatives in connection with Purchaser’s 's Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s 's Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s 's Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s 's Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver to Seller all originals and copies of the Information in the possession of Purchaser and Purchaser’s 's Representatives.
(e) As used in this Agreement, the term “"Information” " shall mean any of the followingfollowing to the extent supplied by Seller or Seller's agents or available to Purchaser or Purchaser's Representatives: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “"Purchaser’s 's Representatives”"), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Contract of Sale (Sports Arenas Inc)
Property Information and Confidentiality. All Information “Information” (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Neither Seller nor any Seller of its Related Party Parties has made any independent investigation or verification of such information and and, except as expressly set forth in this Agreement, makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller of its Related Party Parties shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller of its Related Party Parties be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that Prior to the Closing, neither Purchaser nor Purchaser’s its Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s its Representatives from Seller, any Seller of Seller’s Related Party Parties or Representatives or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s the prior written consentconsent of the other party, Purchaser no party shall not disclose and Purchaser each party shall direct Purchaser’s its Representatives not to disclose to any person, entity or association or any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, including the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser a party may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided at least ten [10] Business Days prior written notice of such disclosure shall be provided to Sellerthe other party) and (ii) as Purchaser such party deems necessary or desirable to Purchaser’s its Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. AdditionallyNotwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (1) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser shall be entitled or its permitted assignees, (2) to make the extent required in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any REIT holding an interest (direct or indirect) in any permitted assignee of Purchaser, and (3) to any broker/dealers in the REIT's broker/dealer network and any of the REIT’s investors; provided that with respect to (1) and (3) above, those to whom such disclosures if permitted under Information is disclosed are informed of the terms of Section 11.20(ii) belowconfidential nature thereof.
(c) Purchaser Each party shall indemnify and hold harmless Seller the other party and all Seller its Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, including attorneys’ fees and disbursements) suffered or incurred by Seller such other party or any Seller its Related Party Parties and arising out of or in connection with a breach by Purchaser such party or Purchaser’s its Representatives of the provisions of this Section 4.2.14.2.2. As used herein, the “Related Party” of a party shall mean any agent, advisor, representative, affiliate, employee, director, partner, member, beneficiary, investor, servant, shareholder, trustee or other person or entity acting on such party’s behalf or otherwise related to or affiliated with such party (collectively, the “Related Parties”).
(d) Purchaser and Purchaser’s its Representatives shall use reasonable care commercially reasonably efforts to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives them by Seller or its Related Parties in accordance with this Section 4.24.2.2. In the event If this Agreement is terminatedterminated for any reason other than Seller default, upon request by Seller, Purchaser and Purchaser’s its Representatives shall promptly deliver to Seller (without representation or warranty of any kind and without cost to Purchaser) all originals and copies of the Information in the possession of Purchaser and its Representatives (subject to Seller’s reimbursement of the cost thereof, if so required pursuant to the terms hereof, in the case of reports or surveys generated by or on behalf of Purchaser’s Representatives) and shall destroy any copies in its possession of the same. Notwithstanding the foregoing, Purchaser and its Representatives (i) may retain copies of the Information in accordance with policies and procedures implemented in order to comply with applicable law, regulation, professional standards or document retention policies, and (ii) will not be required to destroy electronic versions of the Information to the extent such destruction is not reasonably practical, provided in each case that the obligation of confidentiality set forth in this Section 4.2.2 shall continue for so long as Purchaser or any of its Representatives have information in their possession (including electronic copies).
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, including all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, investors (current or potential), lenders (current or potential), brokers, agents or other representatives, including, without limitation, including attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, including their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), ) or the Investigations, or otherwise reflecting their review or investigation excluding market and feasibility studies; provided, however that Information shall not include any matters within the public domain (other than by reason of the Propertya breach by a party of this Agreement).
Appears in 1 contract
Samples: Contract of Sale (KBS Strategic Opportunity REIT II, Inc.)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided expressly set forth in this Agreement, neither Seller Sellers nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller Sellers nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller Sellers or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that that, prior to Closing, neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from SellerSellers, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Sellerthe other party’s prior written consent, neither Sellers nor Purchaser shall not disclose disclose, and Sellers shall direct Seller Related Parties and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, (x) Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and (y) either party may disclose the terms of this Agreement provided that any such disclosure described in clauses (x) and (y) of this paragraph is (i) as required by law or court order and discloses that portion (and only that portion) that it is legally compelled to disclose (provided prior written notice of such disclosure shall be provided to Seller) the other party and the disclosing party agrees to use its best efforts to obtain assurance that confidential treatment will be accorded to such Information by the person or persons to whom it was disclosed), or (ii) as Purchaser deems deemed reasonably necessary or desirable by Purchaser and is disclosed to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyhereby or is disclosed to Seller Related Parties, provided that those to whom such Information or this Agreement is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof, and the disclosing party agrees to be responsible for any breach of this Section by the parties to whom it directly or indirectly discloses Information or this Agreement. AdditionallyNotwithstanding the foregoing, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser shall be entitled or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to make such disclosures if any S-11 filing) with governmental agencies (including the SEC) by any REIT (as defined in Section 11.7 herein) holding, or that is considering holding, an interest (direct or indirect) in any permitted under assignee of Purchaser, and (c) to any broker/dealers in the terms Purchaser’s or any REIT’s broker/dealer network and any of Section 11.20(ii) belowthe REIT’s or Purchaser’s investors.
(c) Purchaser Each party shall indemnify and hold harmless Seller the other, non-breaching party and all Seller Related Parties any related non-breaching party thereof, from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller the non-breaching party or any Seller Related Party related non-breaching party and arising out of or in connection with a breach by Purchaser the breaching party or Purchaser’s Representatives its representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller Sellers all originals and copies of the Information in the possession of Purchaser and Purchaser’s Representatives.
(e) As used in this Agreement, the term “Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, lenders, advisors, broker/dealers of the REIT or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller Sellers or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisorsParty, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Contract of Sale (KBS Real Estate Investment Trust III, Inc.)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect Purchaser agrees that, prior to the Closing, all Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party Information shall be liable for any mistakeskept strictly confidential and shall not, omissionswithout the prior consent of Seller, misrepresentations be disclosed by Purchaser or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound Purchaser's Representatives, in any manner by whatsoever, in whole or in part to any verbal or written statements, representations, appraisals, environmental assessment reports, or third-party (other information pertaining than Purchaser's Representatives and to the Property extent reasonably necessary, to Purchaser's lenders, insurers, investors, attorneys, accountants, professional consultants and prospective lenders, insurers and investors, and such other persons for which disclosure is reasonably necessary to obtain the Governmental Approvals and accomplish the Redevelopment Project), and will not be used by Purchaser or the operation thereofPurchaser's Representatives, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulgefor any purpose other than evaluating the Premises. Moreover, disclose Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to Purchaser's Representatives who need to know the Property Information for the purpose of evaluating the Premises and consummating the transaction hereunder, and who are informed by the Purchaser of the confidential nature of the Property Information. The provisions of this Section 22(a) shall (i) in no event apply to Property Information which is a matter of public record or communicate to any personobtained from other sources, entity or association the Information, or any other knowledge or information acquired by (ii) not prevent Purchaser or Purchaser’s 's Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts complying with respect to this AgreementLaws, including, without limitation, governmental regulatory, disclosure, tax, reporting requirements and any judicial decree, mandate or order and (iii) not prevent the status hereof, and shall not market or offer use of the Property for sale. Notwithstanding Information in any arbitration, mediation, judicial or similar proceeding involving a dispute between Seller and Purchaser with respect to this Agreement or the foregoingtransactions contemplated herein.
(b) Purchaser, Purchaser may disclose such of hereby agrees that between the Information and its other reports, studies, documents and other matters generated by it Effective Date and the terms Closing Date, it will not release or cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement (i) as required by law or court order (provided prior the transactions contemplated herein, without first obtaining the written notice consent of such disclosure Seller. It is understood that the foregoing shall be provided to Seller) and (ii) as not preclude Purchaser deems necessary from discussing the substance or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed any relevant details of the confidential nature thereof transactions contemplated in this Agreement with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent Purchaser hereto from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver destroy or return to Seller all originals and copies of the Property Information referred to in clause (i) of Section 22(d) in the possession of Purchaser and Purchaser’s 's Representatives.
(ed) As used in this Agreement, the term “Information” "PROPERTY INFORMATION" shall mean any of the following: (i) all the Provided Documents and such other information and documents in any way relating to the PropertyPremises, the operation thereof or the sale thereof, including, without limitation, all leases and contracts thereof furnished to, or otherwise made available for review by, Purchaser Purchaser's Representatives, by Seller or its directorsany of Seller's Affiliates, officers, employees, affiliates, partners, members, brokers, their agents or other representatives, including (A) any third party reports with respect to the Premises, including, without limitation, attorneyssurvey, accountantstitle, contractorsenvironmental, consultantsair quality, engineers architectural, and financial advisors engineering reports and analyses, and (collectivelyB) any Contracts, “Purchaser’s Representatives”), by Seller Permits or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisorsagreements relating to the Premises, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s 's Representatives containing or based on, in whole or in part, the part on information or documents described in the preceding clause (i). If requested by Purchaser, Seller agrees to request the Investigationsissuance by third parties who have prepared reports for Seller of reliance letters in favor of Purchaser and Purchaser's lender in respect of such third party reports, as applicable, provided Seller shall bear no cost or otherwise reflecting their review or investigation of the Propertyexpense in connection therewith.
Appears in 1 contract
Samples: Sale Purchase Agreement (Readers Digest Association Inc)
Property Information and Confidentiality. All (a) Purchaser agrees that, prior to the Closing, all Property Information (as hereinafter defined) provided to Purchaser shall be subject to kept strictly confidential and shall not, without the following terms and conditions:
(a) Any information provided prior consent of Seller, be disclosed by Purchaser or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall), at in any time manner whatsoever, in whole or in any mannerpart, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose other than evaluating the Property or otherwise in connection with the transactions contemplated hereby. Without Seller’s prior written consentMoreover, Purchaser shall not disclose and Purchaser shall direct agrees, that prior to the Closing, the Property Information will be transmitted only to Purchaser’s Representatives not who need to disclose to any personknow the Property Information for the purpose of evaluating, entity operating, financing or association any investing in the Property, and who are informed by Purchaser of the termsconfidential nature of the Property Information. The provisions of this Section 13.13 (A) shall in no event apply to Property Information that (i) is a matter of public record or becomes available to the public, conditions or other facts (ii) was in Purchaser’s possession prior to disclosure by Seller on a non-confidential basis, (iii) Purchaser acquires from another person who is not bound by a confidentiality agreement with respect to this AgreementSeller, and (B) shall not prevent Purchaser from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Each of Purchaser and Seller hereby agree that between the status hereofdate hereof and the Closing Date, and it shall not market release or offer cause or permit to be released any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the Property for sale. Notwithstanding the foregoingterms, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms conditions or substance of this Agreement or the transaction contemplated herein, without first obtaining the written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transaction contemplated in this Agreement, with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements. Notwithstanding anything to the contrary provided for herein, the parties expressly agree that, prior to Closing, Purchaser is permitted to release, without the consent of Seller, any press release or public disclosure (oral or written) relating to this transaction, provided that such press release or public disclosure (i) as required by law does not include the identity of Seller or court order (provided prior written notice its affiliates or the specific address or name of such disclosure shall be provided to Seller) the property and (ii) as notwithstanding the foregoing may contain the general location of the Property and/or the Purchase Price. Notwithstanding anything contained herein to the contrary, from and after the date of Closing and subject to the requirements of law, including the requirements of any governmental agency having jurisdiction over Seller or Purchaser deems necessary or desirable any legal process, the parties hereby agree that Purchaser may disclose to Purchaser’s Representatives in connection with Purchaser’s Investigation the public, and may issue one or more press releases related to the transaction contemplated herebywithout Seller’s consent, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowor press releases do not specifically identify Seller or its affiliates.
(c) Purchaser and Seller shall indemnify and hold each other harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ attorney’s fees and disbursements) suffered or incurred by Seller or any Seller Related Party either party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives the other of the provisions of this Section 4.2.113.13.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall shall, as requested, promptly deliver to Seller, or destroy, and provide written notice to Seller confirming such destruction, all originals and copies of the Property Information previously provided by Seller to Purchaser in the possession of Purchaser and Purchaser’s Representatives; provided, however, that the return or destruction of such information shall not be a condition precedent to the return of the Deposit, and the Deposit shall be returned to Purchaser notwithstanding any claim by Seller that Purchaser has failed or refused to comply with its obligations under this Section 13.13(d).
(e) As used in this Agreement, the term “Property Information” shall mean any of the following: (i) all information and documents in any way relating to the PropertyProperty provided by Seller, the operation thereof or the sale thereof, including, without limitation, all leases and contracts thereof furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents agents, or other representatives, including, without limitationlimitations, attorneys, accountants, contractors, consultants, engineers engineers, potential lenders and investors and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party of Seller’s affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Property Information and Confidentiality. All Information A. Purchaser agrees that, prior to the Closing, Purchaser shall use diligent efforts to keep all "Property Information" (as hereinafter defineddefined below) provided to confidential, and that Property Information shall not, without the prior consent of Seller, be disclosed by Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s 's Representatives (as hereinafter defined), except to Purchaser Representatives, and that Property Information will not be used for any purpose other than investigating and evaluating the Property. Moreover, Purchaser agrees that, prior to the Closing, the Property Information will be transmitted only to the Purchaser's Representatives who need to know the Property Information for the purpose of investigating and evaluating the Property, and who are informed by Purchaser of the confidential nature of the Property Information and who agree in writing to comply with and be bound by this Section 11 for the benefit of Seller. The provisions of this Section 11.A. shall not apply to Property Information which is a matter of public record or to the extent disclosure is required to comply with laws or court orders.
B. Purchaser hereby agrees it will not release or cause or permit to be released any press notices, publicity (oral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions conditions, parties to or other facts with respect substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of Seller, as to the portion of the disclosure relating to this transaction, the Property or Seller and its affiliates, which consent shall not be unreasonably withheld. It is understood that the foregoing shall not preclude either Purchaser from discussing the substance or any relevant details of the transactions contemplated in this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and subject to the terms of this Agreement Section 11, with any of Purchaser's Representatives (i) defined below), accountants, professional consultants or potential lenders, as required by law the case may be, or prevent Purchaser hereto from complying with applicable laws or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) beloworders.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. C. In the event this Agreement is terminated, Purchaser and Purchaser’s 's Representatives shall promptly deliver return to Seller all originals and copies of the Information "Property Information" (defined below) in the possession of Purchaser and Purchaser’s 's Representatives.
(e) D. As used in this Agreement, the term “"Property Information” " shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Capital Income Properties LTD Series Viii)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or Purchaser agrees that, prior to the Closing, all Property Information has been and will continue to be provided with respect to kept strictly confidential and shall not, without the Property is solely for prior consent of Seller, be disclosed by Purchaser or Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this AgreementRepresentatives, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any verbal or written statementspurpose other than evaluating the Premises. Moreover, representationsPurchaser agrees that, appraisals, environmental assessment reports, or other information pertaining prior to the Closing, the Property Information has been and will be transmitted only to Purchaser’s Representatives (i) who need to know the Property Information for the purpose of evaluating the Premises, and who are informed by the Purchaser of the confidential nature of the Property Information and (ii) who agree in writing to be bound by the terms of this Section 24 and Section 14(d). Prior to the delivery or disclosure of any Property Information to Purchaser’s Representatives at any time prior to the operation thereofClosing, except Purchaser agrees to notify Seller as expressly set forth to their identity and to furnish Seller with their written assumption and adoption of the terms of this Section 24 and Section 14(d), all in the form annexed hereto as Exhibit “E” and made a part hereof. The provisions of this AgreementSection 24(a) shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser agrees and Seller, for the benefit of each other, hereby agree that neither Purchaser nor Purchaser’s Representatives between the date hereof and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (as hereinafter definedoral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other facts with respect to party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24(a), with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with Laws, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
24. (d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Property Information referred to in clause (i) of Section 24(e) in the possession of Purchaser and Purchaser’s Representatives.
(e) As used . Notwithstanding anything contained herein to the contrary, in this Agreement, the term “Information” no event shall mean any Purchaser be entitled to receive a return of the following: (i) all information and documents in any way relating to the Property, the operation thereof Downpayment or the sale thereofaccrued interest thereon, includingif any, without limitation, all leases if and contracts furnished to, or when otherwise made available for review by, entitled thereto pursuant to this Agreement until such time as Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, shall have performed the information or documents described obligations contained in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Propertysentence.
Appears in 1 contract
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or Purchaser agrees that, prior to the Closing, all Property Information has been and will continue to be provided with respect to kept strictly confidential and shall not, without the Property is solely for prior consent of Seller, be disclosed by Purchaser or Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this AgreementRepresentatives, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any verbal or written statementspurpose other than evaluating the Premises. Moreover, representationsPurchaser agrees that, appraisals, environmental assessment reports, or other information pertaining prior to the Closing, the Property Information has been and will be transmitted only to Purchaser’s Representatives (i) who need to know the Property Information for the purpose of evaluating the Premises, and who are informed by the Purchaser of the confidential nature of the Property Information and (ii) who agree in writing to be bound by the terms of this Section 24 and Section 14(d). Prior to the delivery or disclosure of any Property Information to Purchaser’s Representatives at any time prior to the operation thereofClosing, except Purchaser agrees to notify Seller as expressly set forth to their identity and to furnish Seller with their written assumption and adoption of the terms of this Section 24 and Section 14(d), all in the form annexed hereto as Exhibit “F” and made a part hereof. The provisions of this AgreementSection 24(a) shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with Laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements.
(b) Purchaser agrees and Seller, for the benefit of each other, hereby agree that neither Purchaser nor Purchaser’s Representatives between the date hereof and the Closing Date, they will not release or cause or permit to be released any press notices, publicity (as hereinafter definedoral or written) shallor advertising promotion relating to, at any time or otherwise announce or disclose or cause or permit to be announced or disclosed, in any mannermanner whatsoever, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the other facts with respect to party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24(a), with any of its attorneys, accountants, professional consultants or potential lenders, as the case may be, or prevent either party hereto from complying with Laws, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) belowreporting requirements.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1.
24. (d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall promptly deliver to Seller all originals and copies of the Property Information referred to in clause (i) of Section 24(e) in the possession of Purchaser and Purchaser’s Representatives.
(e) As used . Notwithstanding anything contained herein to the contrary, in this Agreement, the term “Information” no event shall mean any Purchaser be entitled to receive a return of the following: (i) all information and documents in any way relating to the Property, the operation thereof Downpayment or the sale thereofaccrued interest thereon, includingif any, without limitation, all leases if and contracts furnished to, or when otherwise made available for review by, entitled thereto pursuant to this Agreement until such time as Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, shall have performed the information or documents described obligations contained in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Propertysentence.
Appears in 1 contract
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as otherwise provided in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b1) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shallthat, at any time or in any mannerprior to the Closing, either directly or indirectlyall Property Information shall be kept strictly confidential and shall not, divulge, disclose or communicate to any person, entity or association without the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from prior written consent of Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt be disclosed by Purchaser or Purchaser’s Representatives, in any manner whatsoever, in whole or in part, and will not be used by Purchaser or Purchaser’s Representatives, directly or indirectly, for any purpose other than evaluating the Property. Without Seller’s prior written consentMoreover, Purchaser shall not disclose and Purchaser shall direct agrees that, prior to the Closing, the Property Information will be transmitted only to Purchaser’s Representatives not who need to disclose to any personknow the Property Information for the purpose of evaluating the Property, entity or association any and who are informed by the Purchaser of the terms, conditions or other facts confidential nature of the Property Information. The provisions of this Section 24(1) shall in no event apply to Property Information which is a matter of public record and shall not prevent Purchaser from complying with respect to this Agreementany law, including, without limitation, the status hereofgovernmental regulatory, disclosure, tax and shall not market or offer the Property for sale. Notwithstanding the foregoing, Purchaser may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated herebyreporting requirements, provided that those prior to whom such Purchaser disclosing any Property Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential as set forth in accordance with the terms and conditions hereof. Additionallythis sentence, Purchaser shall be entitled to make notify, and consult with, Seller regarding such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) disclosure. Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties Seller’s Affiliates harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred by Seller or any Seller Related Party of Seller’s Affiliates and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.124(1).
(d2) Purchaser and Purchaser’s Representatives shall use reasonable care Seller, for the benefit of each other, hereby agree that between the date hereof and the Closing Date, they will not release or cause or permit to maintain be released any press notices, publicity (oral or written), advertising or promotional materials relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in good condition all any manner whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the written consent of the Information furnished other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or made available any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 24(1), with any of its attorneys, accountants, professional consultants, potential lenders or potential investors in a proposed Rule 144A offering, as the case may be, or prevent either party hereto from complying with any law, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or prevent either party from making any disclosure required to obtain any governmental consents or other third party consents that are required to be obtained prior to the Closing provided that prior to Purchaser and/or Purchaser’s Representatives releasing or otherwise disclosing any information as set forth in accordance this sentence, Purchaser shall notify, and consult with, Seller regarding such release or disclosure. Purchaser shall indemnify and hold Seller harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) suffered or incurred and arising out of or in connection with a breach by Purchaser of the provisions of this Section 4.224(2). Notwithstanding the foregoing, Seller may make disclosures (i) that Seller believes are desirable to its employees in explanation of this transaction and answering questions that Seller’s employees may raise and (ii) that Seller believes are necessary to make under the Securities Exchange Act of 1934 (including the filing of this Agreement as an exhibit to any filing required or otherwise necessary under such act). Further, Seller shall be entitled to issue a press release pertaining to the transactions contemplated by this Agreement upon (x) the signing of this Agreement and (y) the closing of transactions contemplated hereby (or any one of them); provided that Seller shall give Purchaser an opportunity to review such press release(s) before same are issued.
(3) In the event this Agreement is terminated, Purchaser and Purchaser’s Representatives shall either (i) promptly deliver to Seller all originals and copies of the Property Information referred to in clause (i) of Section 24(4) in the possession of Purchaser and Purchaser’s Representatives or (ii) confirm in writing that such Property Information has been destroyed, at Purchaser’s expense. In the event Purchaser or Purchaser’s Representatives fail to comply with the preceding sentence within ten (10) business days after this Agreement is terminated, Purchaser shall pay Seller $10,000 for each day after the tenth business day that Seller has not received materially all Property Information and/or the confirmation of destruction, and Purchaser shall indemnify, defend and hold Seller harmless from and against all losses, damages and claims arising from Purchaser’s or Purchaser’s Representatives’ failure.
(e4) As used in this Agreement, the term “Property Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof, the sale thereof or the sale thereof, including, without limitation, all leases and contracts leasing thereof furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party of Seller’s Affiliates, or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based onbased, in whole or in part, on the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Property Information and Confidentiality. All Information (as hereinafter defined) provided to Purchaser Transferee, whether prior to or after the date hereof, shall be subject to the following terms and conditions:
(a) Any information provided or to be provided with respect to the Property is solely for Purchaser’s convenience and was or will be obtained from a variety of sources. Except as expressly provided otherwise provided in this Agreement, neither Seller nor any Seller no Transferor Related Party has made makes any independent investigation representation or verification of such information and makes no (and expressly disclaims all) representations and warranties warranty as to the truth, accuracy or completeness of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder any Transferee Representative and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations Transferee acknowledges that Transferor is not the general partner of the Partnership or any failure to investigate the Property nor shall Seller Owner and receives all of its information from GP or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this AgreementManager.
(b) Purchaser Transferee agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) no Transferee Representative shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives any Transferee Representative from Seller, any Seller Transferor Related Party or by Purchaserany Transferee Representative’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser the Transferee Representatives or Purchaser’s Representativesto the extent such Transferee Representative had knowledge of such information independent of the Information or other knowledge or information provided by any Transferor Related Party, provided such source was not bound to and did not breach any obligation of confidentiality contained in this Agreement or otherwise. Without SellerTransferor’s prior written consent, Purchaser which consent shall not be unreasonably withheld, conditioned or delayed, Transferee shall not disclose and Purchaser Transferee shall direct Purchaser’s the other Transferee Representatives not to disclose to any person, entity or association (other than a Permitted Assignee) any of the terms, conditions or other facts with respect to this AgreementAgreement or the Transaction, including, without limitation, the status hereof, and shall not market hereof or offer the Property for salethereof. Notwithstanding the foregoing, Purchaser Transferee may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement and the Transaction (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and Transferor if time permits), (ii) as Purchaser Transferee deems necessary or desirable to Purchaser’s the other Transferee Representatives or to a Permitted Assignee in connection with PurchaserTransferee’s Investigation Investigations and the transaction contemplated herebyTransaction, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof, and (iii) subject to the immediately succeeding sentence, as contained in sales materials distributed to potential investors in the Partnership, GP and the Property Owners. AdditionallyNotwithstanding anything to the contrary contained herein, Purchaser shall be entitled Transferee hereby further covenants and agrees to make such disclosures if permitted under comply with any and all confidentiality provisions set forth in the terms of Section 11.20(ii) belowLP Agreement.
(c) Purchaser Transferee shall indemnify and hold harmless Seller the Transferor Related Parties, the Partnership, GP and all Seller Related Parties the Property Owners from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) Losses suffered or incurred by Seller or any Seller Transferor Related Party Party, the Partnership, GP and/or the Property Owners and arising out of or in connection with a breach by Purchaser or Purchaser’s Representatives any Transferee Representative of the provisions of this Section 4.2.18.
(d) Purchaser Transferee and Purchaser’s the Transferee Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2the Transferee Representatives. In the event this Agreement is terminated, Purchaser and Purchaser’s the Transferee Representatives promptly shall promptly deliver return to Seller Transferee all originals and copies of the Information in the possession of Purchaser and Purchaser’s the Transferee Representatives.
(e) As used in this AgreementIn addition to any other remedies available to Transferor, Transferor shall have the term “Information” shall mean any of the following: right (iand Transferee hereby consents to such right) all information and documents in any way relating to the Property, the operation thereof or the sale thereofseek equitable relief, including, without limitation, injunctive relief or specific performance, against the Transferee Representatives in order to enforce the provisions of this Section 8, it being understood and agreed that money damages may not be sufficient to protect Transferor’s interest in confidentiality.
(f) Notwithstanding any terms or conditions in this Agreement to the contrary, any Person may disclose, without limitation of any kind, the tax treatment and tax structure of the Transaction and all leases materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and contracts furnished totax structure. For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or otherwise made available for review byother identifying information regarding, Purchaser the participants in the Transaction, or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or of any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared the portion of any materials not relevant to the tax treatment or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, tax structure of such Transaction. The provisions of this Section 8 shall survive the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation Closing and/or any termination of the Propertythis Agreement.
Appears in 1 contract
Samples: Transfer of Partnership Interests (Sunrise Senior Living Inc)
Property Information and Confidentiality. All X. Xxxxx agrees that, prior to the Closing, it shall use diligent efforts to keep all Property Information confidential, and that Property Information shall not, without the prior consent of the Owners, be disclosed by Xxxxx or Xxxxx’ Representatives except to Xxxxx Representatives, and that Property Information will not be used for any purpose other than investigating and evaluating the Property and the Mergers transaction. Moreover, Xxxxx agrees that, prior to the Closing, the Property Information will be transmitted only to the Xxxxx’ Representatives who need to know the Property Information for the purpose of investigating and evaluating the Property and the Mergers transaction, and who are informed by Xxxxx of the confidential nature of the Property Information and who agree to comply with and be bound by this Section 11 for the benefit of the Owners. The provisions of this Section 11.A shall not apply (as hereinafter definedi) to Property Information which is a matter of public record or was otherwise known to such party prior to the date hereof other than through negotiation and investigation of the transactions set forth herein, (ii) to the extent disclosure is required to comply with applicable laws, rules and regulations of any governmental authority or court orders or (iii) to the rules and requirements of the stock exchange on which Xxxxx’ parent company is traded (“Applicable Stock Exchange”).
B. Each of the Owners and Xxxxx agrees (i) to consult with and cooperate with each other on the content and timing of all press releases and other public announcements relating to the transactions contemplated by this Agreement, provided to Purchaser that the timing and content of all press releases and public announcements shall comply in all material respects with all applicable laws and shall be subject to the following terms approval of the Owners, which approval shall not be unreasonably withheld; and conditions:
(aii) Any information provided or that the press release to be provided issued in connection with respect to the Property is solely for Purchaser’s convenience and was or this Agreement will be obtained in a form attached hereto as Exhibit I. It is understood that the foregoing shall not preclude Xxxxx from a variety discussing the substance or any relevant details of sources. Except as otherwise provided the transactions contemplated in this Agreement, neither Seller nor any Seller Related Party has made any independent investigation or verification of such information and makes no (and expressly disclaims all) representations and warranties as subject to the truthterms of this Section 11, accuracy with any of Xxxxx’ Representatives, accountants, professional consultants, potential investors or completeness potential lenders, as the case may be, or prevent Xxxxx from complying with applicable laws, court orders, or the requirements of the Information, or any other studies, documents, reports or other information provided to Purchaser hereunder and expressly disclaims any implied representations as to any matter disclosed or omitted. Neither Seller nor any Seller Related Party shall be liable for any mistakes, omissions, misrepresentations or any failure to investigate the Property nor shall Seller or any Seller Related Party be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, except as expressly set forth in this Agreement.
(b) Purchaser agrees that neither Purchaser nor Purchaser’s Representatives (as hereinafter defined) shall, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, entity or association the Information, or any other knowledge or information acquired by Purchaser or Purchaser’s Representatives from Seller, any Seller Related Party or by Purchaser’s own inspections and investigations, other than matters that were in the public domain at the time of receipt by Purchaser or Purchaser’s Representatives. Without Seller’s prior written consent, Purchaser shall not disclose and Purchaser shall direct Purchaser’s Representatives not to disclose to any person, entity or association any of the terms, conditions or other facts with respect to this Agreement, including, without limitation, the status hereof, and shall not market or offer the Property for saleApplicable Stock Exchange. Notwithstanding the foregoing, Purchaser the parties (and each employee, representative, or other agent of the parties) may disclose such of the Information and its other reports, studies, documents and other matters generated by it and the terms of this Agreement (i) as required by law or court order (provided prior written notice of such disclosure shall be provided to Seller) and (ii) as Purchaser deems necessary or desirable to Purchaser’s Representatives in connection with Purchaser’s Investigation and the transaction contemplated hereby, provided that those to whom such Information is disclosed are informed of the confidential nature thereof and agree(s) to keep the same confidential in accordance with the terms and conditions hereof. Additionally, Purchaser shall be entitled to make such disclosures if permitted under the terms of Section 11.20(ii) below.
(c) Purchaser shall indemnify and hold harmless Seller and all Seller Related Parties from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (includingpersons, without limitationlimitation of any kind, attorneys’ fees the tax treatment and disbursementsany facts that may be relevant to the income tax structure of the transactions contemplated by this Agreement; provided, however, that no party (and no employee, representative or other agent thereof) suffered or incurred shall disclose any other information that is not necessary to understand the tax treatment and tax structure of the transactions contemplated by Seller this Agreement, or any Seller Related Party and arising out other information to the extent that such disclosure could result in a violation of any Federal or in connection with a breach by Purchaser or Purchaser’s Representatives of the provisions of this Section 4.2.1state securities laws.
(d) Purchaser and Purchaser’s Representatives shall use reasonable care to maintain in good condition all of the Information furnished or made available to Purchaser and/or Purchaser’s Representatives in accordance with this Section 4.2. C. In the event this Agreement is terminated, Purchaser Xxxxx and Purchaser’s Xxxxx’ Representatives shall promptly deliver return to Seller the Owners or, at the Owners’ election, destroy all originals and copies of the Information “Property Information” described in Section 11.D(i) below in the possession of Purchaser and Purchaser’s Xxxxx or Xxxxx’ Representatives.
(e) D. As used in this Agreement, the term “Property Information” shall mean any of the following: (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, including, without limitation, all leases and contracts furnished to, or otherwise made available for review by, Purchaser or its directors, officers, employees, affiliates, partners, members, brokers, agents or other representatives, including, without limitation, attorneys, accountants, contractors, consultants, engineers and financial advisors (collectively, “Purchaser’s Representatives”), by Seller or any Seller Related Party or their agents or representatives, including, without limitation, their contractors, engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Purchaser or Purchaser’s Representatives containing or based on, in whole or in part, the information or documents described in the preceding clause (i), the Investigations, or otherwise reflecting their review or investigation of the Property.mean:
Appears in 1 contract
Samples: Merger Agreement (Mills Corp)
