Common use of Confidentiality and Press Releases Clause in Contracts

Confidentiality and Press Releases. (a) Subject to the terms of Section 29(b) below, until the Closing, Purchaser and its partners, members, attorneys, agents, employees and consultants will treat the information disclosed to it by Seller, or otherwise gained through Purchaser’s access to the Property and Seller’s books and records, as confidential (other than information which is generally available to the public other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information), giving it the same care as Purchaser’s own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby. Notwithstanding the foregoing, in the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the extent not prohibited by law) so that Seller may, should it elect to do so, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a termination of this Agreement, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited Partnership.

Confidentiality and Press Releases. (a) Subject to Until the Closing, the terms of Section 29(b) below, until the Closing, Purchaser this Agreement and its partners, members, attorneys, agents, employees and consultants will treat the any information disclosed to it Purchaser by Seller, Sellers or otherwise gained through Purchaser’s 's access to the Property Properties and Seller’s Sellers' books and records, as confidential (other than information which is generally available to the public other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to records shall be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential informationcertain Confidentiality Agreement (the "Confidentiality Agreement"), giving it the same care as dated February 12, 2014, between ND Investment-T, LLC, an affiliate of Purchaser’s own confidential information, and make no use Sellers' Broker with respect to the Properties, the terms of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated herebywhich are incorporated herein by reference as modified below. Notwithstanding anything contained to the foregoing, contrary herein or in the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary informationConfidentiality Agreement, (1) at all times Purchaser may disclose Informational Materials and the existence and terms of this Agreement to Purchaser’s Representatives in connection with their participation in the transactions contemplated in this Agreement, provided, however, Purchaser shall give prompt notice to Seller notify such Purchaser's Representatives of the confidential nature of such request information and Purchaser shall remain liable for any breach of the Confidentiality Agreement or demand this Section 29 by such Purchaser's Representatives, and (2) Purchaser shall not disclose the existence or terms of this Agreement (other than pursuant to clause (1) above) prior to the expiration of the Due Diligence Period and the payment of the Additional Deposit, except that such terms, existence, materials and information at all times may be disclosed (x) if in the advice of counsel to the disclosing party, disclosure is required to comply with any mandatory provision of law, of any directive from a government recognized stock exchange, or of a binding decision from a court or another government body, or (y) if required by subpoena issued in connection with any litigation or proceeding; provided, however, with respect to any disclosure that may made pursuant to clauses (x) or (y) above prior to the expiration of the Due Diligence Period, to the extent not prohibited by law) legally prohibited, the disclosing party will give the other party prompt written notice of such requirement so that Seller may, should it elect to do so, seek a an appropriate protective order or other appropriate remedy to challenge or contest such request may be sought, and/or waive compliance with the provisions of this Section 29(a)29 may be waived, and the Parties will reasonably cooperate with each other to obtain such protective order. In the event that, with respect to the matters described in clauses (2x) ifor (y) above, in the absence of a such protective order or other remedy nullifying is not obtained or compliance with the relevant provisions of the Confidentiality Agreement (as modified by this Section 29) is not waived, the disclosing party will furnish only that portion of the information that it is advised by legal requirement to comply with such request or demand, Purchaser counsel that it is nonetheless legally required to disclose such confidential information be disclosed. Notwithstanding anything contained to a tribunalthe contrary herein or in the Confidentiality Agreement, following the expiration of the Due Diligence Period, if this Agreement remains in full force and effect and Purchaser has delivered the Additional Deposit to the Escrow Agent, and not before then (other than as set forth in clauses (1) and (2) above), Purchaser and Sellers may disclose such information to such tribunal the existence and terms of this Agreement and Informational Materials (i) to the extent required by an applicable statute, law, regulation, governmental authority or securities exchange; (ii) to the extent required by Purchaser's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission, including, without liability hereunderlimitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange, (iii) which is otherwise publicly known or available other than as a result of the breach of either the Confidentiality Agreement or this Section 29, (iv) if in the opinion of counsel to the disclosing party, disclosure is required to comply with any mandatory provision of law, of any directive from a DOC ID - 21031260.28 government recognized stock exchange, or of a binding decision from a court or another government body, (v) with respect to generic disclosures about business and pipeline of the Purchaser or any affiliate of the Purchaser made in the ordinary course of business that would not reasonably be expected to identify Seller, (vi) in connection with any corporate presentations, earnings calls, earnings releases, press releases (such press releases to be issued as provided by paragraph b(ii) of this Section 29), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and such other matters relating to the transaction which Purchaser determines is necessary or appropriate, or (vii) if required by subpoena issued in connection with any litigation or proceeding; provided, however, that any disclosure that may made pursuant to this subclause (vii) to the extent not legally prohibited, the disclosing party will give the other party prompt written notice of such requirement so that an appropriate protective order or other remedy may be sought, and/or compliance with the provisions of this Section 29 may be waived, and the parties will reasonably cooperate with each other to obtain such protective order. In the event of a termination of this Agreementthat, Purchaser shall promptly return all with respect to the matters described in clause (vii) above, such confidential information to Seller. Nothing contained herein shall limit protective order or otherwise affect other remedy is not obtained or compliance with the relevant provisions of the Confidentiality Agreement (as modified by this Section) is not waived, the disclosing party will furnish only that certain confidentiality agreementportion of the information that it is advised by legal counsel that it is legally required to be disclosed. Any disclosure made pursuant to this Section 29(a)(i), dated January(ii), 2008(iv), between Macklowe Properties and Boston Properties Limited Partnershipor (vii) shall be of only that portion of the information that is required to be disclosed.

Confidentiality and Press Releases. (a) Subject Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms of Section 29(bhereof and the transactions contemplated hereby (a) belowto its respective advisors, until the Closing, Purchaser and its partners, membersconsultants, attorneys, agentsaccountants, employees investors, potential investors, lenders, potential lenders (and consultants will treat the information disclosed to it by Seller, or otherwise gained through Purchaser’s access to the Property respective advisors, consultants, attorneys and Seller’s books and recordsaccountants of their investors, as confidential (other than information which is generally available to the public other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information)potential investors, giving it the same care as Purchaser’s own confidential informationlenders, and make no use potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such disclosed Transaction Parties to whom disclosure is made shall also agree to keep all such information not independently known to Purchaser except confidential in connection accordance with the transactions contemplated hereby. Notwithstanding the foregoingterms hereof, in the event Purchaser and (b) if disclosure is required, requested or demanded required by law, regulation or legal process (e.g.process, oral questionsprovided that in such event Seller or Purchaser, interrogatoriesas applicable, request for information shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or documentsinformation, subpoenaas the case may be, civil investigationincluding, demand without limitation, reasonably cooperating with the other party to obtain an appropriate order or similar process) to disclose any other reliable assurance that confidential treatment will be accorded such confidential and proprietary documents or information, (1) Purchaser as the case may be, by such tribunal and shall give prompt notice disclose only that portion of the confidential documents or information which it is legally required to Seller of such request or demand (disclose. The foregoing confidentiality obligations shall not apply to the extent not prohibited by law) so that such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller may, should it elect to do so, seek a protective order shall issue any press releases (or other appropriate remedy to challenge or contest such request and/or waive compliance public statements) with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal respect to the extent required transaction contemplated in this Agreement without liability hereunder. In approval of the event of a termination of this Agreementother party, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties which approval may be withheld in its sole and Boston Properties Limited Partnershipabsolute discretion.

Confidentiality and Press Releases. (a) Subject Each party agrees to keep all negotiations and the terms of this Agreement confidential pursuant to the terms of Section 29(b) belowthat certain Confidentiality Agreement between Buyer and Par Pacific Holdings, Inc. dated as of November 11, 2020. Additionally, until the Closing, Purchaser and its partnersnone of Seller, membersBuyer or Seller’s Broker, attorneyswill release, agentsor cause or permit to be released, employees and consultants will treat the information disclosed to it by Sellerany press release or publicity (oral or written) or advertising promotion relating to, or otherwise gained through Purchaserannounce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement (collectively, a “Disclosure”) without first obtaining the written consent of the other party, except those disclosures that are required by applicable law, including the rules and regulations of the United States Securities Exchange Commission (“SEC”), Buyer’s access reporting requirements and policies, or contractual obligation (in which case notice shall be timely provided to the Property other party of such requirement and disclosure). Furthermore, Buyer acknowledges and agrees that Seller’s books and recordsultimate parent company, as confidential (other than information which is generally available to Par Pacific Holdings, Inc., will make a Disclosure on Form 8-K with the public other than as a result SEC upon entry into this Agreement. A complete copy of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser the press release to be subject included with the Form 8-K will be provided by Seller to confidentiality obligations Buyer for approval by Buyer, which approval shall not be unreasonably withheld, conditioned, or delayed. Unless required by applicable law, including the rules and regulations of the SEC, Seller agrees not to disclose the amount of rent payable under the Lease. Except as described above, from and after the Closing, neither Seller nor Seller’s Broker nor Buyer shall release or cause or permit to be released any Disclosure, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Seller shall be in default hereunder in the event either Seller or information that is developed independently by Purchaser other than from any confidential information), giving it the same care as PurchaserSeller’s own confidential information, and make no use of Broker makes any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated herebyDisclosures. Notwithstanding the foregoing, (a) any party to this transaction (and each employee, agent or representative of the foregoing) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is necessary to comply with any applicable federal or state securities laws, and (b) with prior written notice to the other party, nothing herein shall restrict Buyer or Seller’s ultimate parent company, Par Pacific Holdings, Inc., from using the name, trade name, trademark, logo, acronym or other designation of the other party in connection with disclosures, press releases or investor presentations made pursuant to such party’s reporting requirements or policies. The foregoing obligations shall survive the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request termination of this Agreement and the Closing for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, a period of one (1) Purchaser year. The foregoing shall give prompt notice to Seller not preclude either party from discussing the substance or any relevant details of such request transactions with any of its attorneys, accountants, professional consultants, lenders, partners, investors, or demand (to any prospective lender, partner or investor, as the extent not prohibited by law) so that Seller maycase may be, should it elect to do soor prevent either party hereto, seek a protective order from complying with laws, rules, regulations and court orders, including without limitation, state or other appropriate remedy to challenge federal securities or contest such request and/or waive compliance with the provisions of this Section 29(a)environmental laws or regulations, governmental regulatory, disclosure, tax and (2) ifreporting requirements, or from making disclosures in the absence ordinary course of a protective order or other remedy nullifying the legal requirement to comply its due diligence inspections and contacts with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a termination of this Agreement, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited Partnershipthird parties related thereto.

Confidentiality and Press Releases. Purchaser recognizes, agrees and acknowledges that Seller’s parent company is a publically-owned and traded entity, and is subject to strict rules regarding the disclosure of information relating to its acts and its transactions (aincluding executory contracts). Accordingly, each Party shall hold in strict confidence (and cause their agents and attorneys to hold in strict confidence) Subject the existence and terms and conditions of this Agreement, all documents and information concerning the other and its business and properties and if the transaction contemplated hereby should not close, such confidence shall be maintained, and all such documents and information (in written form) shall immediately thereafter be returned to the Party originally furnishing the same. No public disclosure, either written or oral, of the existence or terms of this Agreement shall be made by either Purchaser or Seller without the consent of the other, which may be granted or withheld in Seller’s sole discretion. The foregoing provision shall not, however, be construed to prohibit any Party from making any disclosures to any governmental authority which it is required to make by law or to prohibit any Party from disclosing to its investors, potential investors, lenders, potential lenders, escrow officers, title insurer, accountants, consultants, advisors, attorneys and other parties involved in evaluating and/or completing the purchase and sale of the Property and the Excess Development Rights such terms of this transaction as are customarily disclosed to them in connection with similar acquisitions, so long as a customary nondisclosure form from such third party has been first received, if appropriate. In addition, Purchaser shall be permitted to contact and meet with such governmental authorities as Purchaser deems appropriate with respect to the Premises and Lot 58. Neither Purchaser and Seller shall issue any press releases in connection with the sale of the Property and the Excess Development Rights prior to Closing; and after the Closing, any such press release shall (i) not state the consideration paid pursuant to the terms of Section 29(bthis Agreement or any other economic terms of this Agreement, without the prior written consent of the other Party, which consent may be granted or withheld in such Party’s sole and absolute discretion, and (ii) below, until the Closing, Purchaser and its partners, members, attorneys, agents, employees and consultants will treat the information disclosed to it by Seller, or otherwise gained through Purchaser’s access to the Property and Seller’s books and records, as confidential (other than information which is generally available to the public other than as a result of a disclosure have been approved by Purchaser or becomes available prior to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information), giving it the same care as Purchaser’s own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated herebyits issuance. Notwithstanding the foregoing, in the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the extent not prohibited by law) so that Seller may, should it elect to do so, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the The provisions of this Section 29(a), shall survive the Closing and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a any termination of this Agreement, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited Partnership.

Confidentiality and Press Releases. (a) Subject Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of Section 29(bthis Agreement and the transactions contemplated hereby (i) below, until the Closing, Purchaser and to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants will treat (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information disclosed to it confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by Sellerlaw or by any governmental authority or by regulatory or judicial process, or otherwise gained through pursuant to any regulations promulgated by the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser’s access , as applicable, shall notify the other party in writing of such required disclosure, exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be (including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal), and disclose only that portion of the confidential documents or information which it is legally required to disclose. If this Agreement is terminated, such confidentiality shall be maintained and Seller and Purchaser shall destroy or deliver, or cause to be destroyed or delivered, to Seller or Purchaser, as applicable, upon request, all documents and other materials, and all copies thereof, obtained thereby in connection with this Agreement that are subject to such confidence, with any such destruction confirmed by Seller or Purchaser, as applicable, in writing. Notwithstanding anything herein to the Property and Seller’s books and recordscontrary, as confidential (i) the foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other than information which is generally sources readily available to the public real estate industry other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information)Purchaser, giving it as applicable, or the same care as Purchaser’s own confidential informationDisclosure Parties, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby. Notwithstanding the foregoing, in the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar processii) to disclose any such confidential and proprietary information, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the extent not prohibited by law) so that Seller may, should it elect to do so, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the provisions breach of this Section 29(a), and (2) if, in the absence of 33 by Seller shall not be deemed a protective order or other remedy nullifying the legal requirement default by Seller allowing Purchaser to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a termination of terminate this Agreement, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited Partnership.

Confidentiality and Press Releases. (a) Subject Seller and Purchaser covenant and agree not to communicate the terms or any aspect of this Agreement and the transactions contemplated hereby to any person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the express written consent of the other parties; provided, that each of Seller, and Purchaser may, without the consent of the other parties, disclose the terms of Section 29(bthis Agreement and the transactions contemplated hereby (i) below, until the Closing, Purchaser and to its partners, members, attorneys, officers, principals, architects, contractors, advisors, accountants, lenders and potential lenders and investors, agents, employees and consultants will treat (collectively “Disclosure Parties”) without the express written consent of the other parties, so long as any such Disclosure Parties to whom disclosure is made shall also agree to keep all such information disclosed to it confidential in accordance with the terms of this Section 33, and (ii) if disclosure is required by Sellerlaw or by any governmental authority or by regulatory or judicial process, or otherwise gained through pursuant to any regulations promulgated by the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser’s access , as applicable, shall notify the other party in writing of such required disclosure, exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be (including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal), and disclose only that portion of the confidential documents or information which it is legally required to disclose. If this Agreement is terminated, such confidentiality shall be maintained and Seller and Purchaser shall destroy or deliver, or cause to be destroyed or delivered, to Seller or Purchaser, as applicable, upon request, all documents and other materials, and all copies thereof, obtained thereby in connection with this Agreement that are subject to such confidence, with any such destruction confirmed by Seller or Purchaser, as applicable, in writing. Notwithstanding anything herein to the Property and Seller’s books and recordscontrary, as confidential (the foregoing confidentiality obligations shall not apply to the extent that any such information is a matter of public record or is provided in other than information which is generally sources readily available to the public real estate industry other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information)Purchaser, giving it as applicable, or the same care as Purchaser’s own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby. Notwithstanding the foregoing, in the event Purchaser is required, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the extent not prohibited by law) so that Seller may, should it elect to do so, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereunder. In the event of a termination of this Agreement, Purchaser shall promptly return all such confidential information to Seller. Nothing contained herein shall limit or otherwise affect the provisions of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties and Boston Properties Limited PartnershipDisclosure Parties.

Confidentiality and Press Releases. (a) Subject to Except where regulatory or stock exchange requirements prohibit, as well as for recording a public deed, the terms of Section 29(b) belowthis Letter of Intent and the Agreement, until and, with respect to Solitario, all reports and data which Solitario obtains pursuant to this Letter of Intent and the ClosingAgreement, Purchaser are to be held by the parties and its partnerstheir directors, membersofficers, attorneysemployees, consultants, agents, employees accountants, legal counsel, financing sources and consultants those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will treat be informed by the information disclosed respective party of the confidential nature of this Letter and will agree to it be bound by Sellerthe terms of this Letter and further, that each party will be responsible for any breach of this Letter by its Representatives. If either party makes any public disclosure (e.g., press release) of the existence of this Letter of Intent or otherwise gained through Purchaser’s access to the Property and Seller’s books and recordsterms herein without the prior written consent of the other, as confidential (other than information which is generally available to the public other than as a result of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources not known by Purchaser disclosing party may revoke any obligations or agreements made herein. The parties understand that disclosure may be required pursuant to be subject to confidentiality obligations to Seller law or information that is developed independently by Purchaser other than from any confidential information)regulations of an applicable stock exchange, giving it the same care as Purchaser’s own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby. Notwithstanding the foregoingand, in the event Purchaser is requiredthat a party desires to make public disclosure, requested or demanded by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any such confidential and proprietary information, (1) Purchaser shall give prompt notice to Seller of such request or demand (to the extent not prohibited by law) so that Seller maylegally permissible, should it elect the other party shall receive 3 business days to do soreview and approve such disclosure, seek a protective order or other appropriate remedy to challenge or contest such request and/or waive compliance with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required approval not to disclose such confidential information be unreasonably withheld. The party wishing to make a tribunal, Purchaser may disclose such information to such tribunal to public disclosure shall make all reasonable edits requested by the extent required without liability hereunderother party. In the event of a termination any provision of this Letter of Intent is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter of Intent shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. Except as expressly set out in this Letter of Intent and the Agreement, Purchaser the terms of the Stock Purchase Agreement and the Royalty Grants shall promptly return all such confidential information not be amended by this Letter of Intent or the Agreement. The parties have the necessary power and authority to Sellerenter into this Letter of Intent which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Nothing contained herein Any amendments hereto shall limit or otherwise affect be in writing and signed by the provisions parties hereto. This Letter of that certain confidentiality agreement, dated January, 2008, between Macklowe Properties Intent is entered into and Boston Properties Limited Partnershipeffective as of the date first written above.

Confidentiality and Press Releases. (a) Subject Prior to the terms of Section 29(b) below, until the Closing, Purchaser Buyer and its partners, members, attorneys, agents, employees Sellers and consultants their respective Representatives will treat the hold in confidence all data and information disclosed to it by Seller, or otherwise gained through Purchaser’s access obtained with respect to the Property and Sellerother party, the other party’s books and records, as confidential (other than information which business or the Acquired Assets that is generally not or does not become otherwise available to the public other than as a result public, whether obtained before or after the execution and delivery of a disclosure by Purchaser or becomes available to Purchaser on a non-confidential basis from other sources this Agreement, including without limitation the existence and terms of this Agreement, and will not known by Purchaser to be subject to confidentiality obligations to Seller or information that is developed independently by Purchaser other than from any confidential information), giving it disclose the same care to others; provided, however, either party may disclose such data and information to (i) such party’s lender or other financing source and to the employees, consultants and attorneys of such party, (ii) in the case of Buyer, to its actual and prospective commercial counterparties as Purchaser’s own confidential informationnecessary to negotiate commercial arrangements regarding the operation of the Theaters post-Closing, and make no (iii) to governmental regulators having jurisdiction over either party or such party’s investors. Following the Closing, Sellers shall maintain as confidential and shall not use or disclose (except as deemed necessary by Sellers to address any Excluded Asset, Retained Liability or otherwise required by law or as authorized in writing by Buyer) (i) any information or materials relating to the Property, the Theaters, the Acquired Assets, or operations and affairs of Sellers in respect thereof and (ii) any such disclosed materials developed by Buyer or any of its Representatives. Following the Closing, Buyer shall maintain as confidential and shall not use or disclose (except as deemed necessary by Buyer to address any Asset or Assumed Liability or otherwise required by law or as authorized in writing by any Seller) any information not independently known or materials relating to Purchaser except in connection with the transactions contemplated herebyExcluded Assets or Retained Liabilities. Notwithstanding the foregoingExcept as otherwise permitted and provided above, in the event Purchaser any Seller or Buyer is required, requested or demanded required by law, regulation or legal process (e.g., oral questions, interrogatories, request for information or documents, subpoena, civil investigation, demand or similar process) law to disclose any such confidential and proprietary information, (1) Purchaser such party shall give prompt notice to Seller promptly notify the other party in writing, which notification shall include the nature of such request or demand (to the legal requirement and the extent not prohibited by law) so that Seller mayof the required disclosure, should it elect and shall reasonably cooperate with the other party to do so, seek obtain a protective order and otherwise preserve the confidentiality of such information consistent with applicable law. If this Agreement is terminated, upon the request of any Seller, Buyer will promptly return to Seller or destroy (such destruction to be certified in writing) all documents, schedules, exhibits or other appropriate remedy to challenge written information obtained from Seller in connection with this Agreement or contest such request and/or waive compliance with the provisions of this Section 29(a), and (2) if, in the absence of a protective order or other remedy nullifying the legal requirement to comply with such request or demand, Purchaser is nonetheless legally required to disclose such confidential information to a tribunal, Purchaser may disclose such information to such tribunal to the extent required without liability hereundertransaction contemplated herein. In the event of a termination breach or threatened breach by either party or such party’s Representatives of this Section 11.14, the other party will be entitled to an injunction restraining the breaching party or such party’s breaching Representatives from disclosing, in whole or in part, such confidential information. Nothing herein will be construed as prohibiting either party from pursuing any other available remedy at law or in equity for such breach or threatened breach. Prior to the Closing, no party hereto shall be permitted to make, or cause to be made, press releases or public announcements in respect of the terms of this Agreement or the Contemplated Transactions or otherwise communicate with any news media with respect thereto without the prior written consent of the other party except to the extent that any disclosure may be required by Legal Requirement. In the event any party is required by Legal Requirement to disclose any of the terms of this Agreement or the Contemplated Transactions, such party shall promptly notify the other parties in writing, which notification shall include the nature of the Legal Requirement and the extent of the required disclosure; provided, however, that Sellers hereby acknowledge and agree that Buyer shall be entitled to issue a press release and file a Current Report on Form 8-K in connection with the execution of this Agreement, Purchaser shall promptly return all such confidential information . The parties will work together in good faith to Sellerissue a joint press release to be published after the Closing. Nothing contained herein shall limit or otherwise affect the The provisions of that certain confidentiality agreementthis Section 11.14 are subject to, dated Januaryand the parties will comply with, 2008, between Macklowe Properties all applicable Legal Requirements and Boston Properties Limited PartnershipOrders.