Common use of Review and Approval of Background Materials Clause in Contracts

Review and Approval of Background Materials. All Background Materials made available by Seller to Buyer in accordance with this Agreement shall be treated as confidential information by Buyer; provided, however, that (i) Buyer may disclose, on a “need-to-know” basis only, the Background Materials to Buyer’s agents, attorneys, accountants, consultants, brokers, employees, officers, directors, partners, managers, members, prospective lenders, prospective partners and/or any and all persons directly or indirectly acting for or with Buyer (collectively, the “Related Parties”) in connection with the potential acquisition of the Property, and (ii) the following materials and information shall not be subject to the confidentiality obligations set forth herein: (A) information which is or becomes generally available to the public other than as a result of a wrongful disclosure by Buyer; (B) information which reasonably can be demonstrated to be known to Buyer or a Related Party prior to its disclosure hereunder; (C) information which becomes available to Buyer or a Related Party on a non-confidential basis from sources other than Seller; and (D) information which Buyer or a Related Party may be compelled to disclose by court order or applicable law (including applicable securities laws), but only to the extent such information is compelled to be so disclosed, and if so compelled to disclose such information, such information shall nevertheless continue to be subject to the confidentiality provisions hereof, subject to such required disclosure.

Review and Approval of Background Materials. All Background Materials made available by Seller Sellers to Buyer in accordance with this Agreement shall be treated as confidential information by Buyer; provided, however, that (i) Buyer may disclose, on a “need-to-know” basis only, the Background Materials to Buyer’s agents, attorneys, accountants, consultants, brokers, employees, officers, directors, partners, managers, members, prospective lenders, prospective partners and/or any and all persons directly or indirectly acting for or with Buyer (collectively, the “Related Parties”) in connection with the potential acquisition of the PropertyProperties, and (ii) the following materials and information shall not be subject to the confidentiality obligations set forth herein: (A) information which is or becomes generally available to the public other than as a result of a wrongful disclosure by Buyer; (B) information which reasonably can be demonstrated to be known to Buyer or a Related Party prior to its disclosure hereunder; (C) information which becomes available to Buyer or a Related Party on a non-confidential basis from sources other than SellerSellers; and (D) information which Buyer or a Related Party may be compelled to disclose by court order or applicable law (including applicable securities laws), but only to the extent such information is compelled to be so disclosed, and if so compelled to disclose such information, such information shall nevertheless continue to be subject to the confidentiality provisions hereof, subject to such required disclosure.