Common use of Confidentiality; Press Release; IRS Reporting Requirements Clause in Contracts

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation, including 44 without limitations, any securities laws or regulations or rules of the Securities and Exchange Commission or the New York Stock Exchange. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this subsection 12.2(a) shall survive the Closing or the termination of this Agreement for a period of one year.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets Business pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the applicable Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing and prior to Closing, Buyer shall be entitled (after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that accurately set forth such factual information pertaining to the Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of any information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any 51 condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the a. The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation and (iv) materials and information that are required in Buyer's reasonable determination based on consultation with Buyer's counsel to be included in the offering documents relating to the Buyer's issuance of Common Stock (including without limitation, the prospectus supplement and Form 8-K relating thereto), and/or otherwise pursuant to Securities and Exchange Commission reporting requirements, provided the Buyer shall provide the Sellers a reasonable opportunity to review such materials and information prior to filing. The parties agree that the Buyer may file a copy of this Agreement (excluding the Schedules) with the Securities and Exchange Commission as a material contract. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this subsection 15.3(a) shall survive the Closing or the termination of this Agreement for a period of one year.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing, after the Due Diligence Expiration Date and prior to Closing, Buyer shall be entitled (after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that accurately set forth such factual information pertaining to the Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of any information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law applicable law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose that the individual prices of each Transferred Asset are not required to be disclosed by law, court order, or any other authority specified in clause (ii) of the extent legally permissibleforegoing sentence. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Taxtax, accounting, or other reporting purposes or other Applicable Lawapplicable law, (2) confidential disclosures to Affiliates affiliates of either any Seller or the Buyer, (3) disclosures 51 required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, members and investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person party of the confidential nature of such information and that such Persons parties agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this AgreementEffective Date, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b14.3(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices , and (iii) any party issuing, filing or disclosing in a form or manner that is generally consistent with such party’s prior disclosure of each Transferred Asset similar transactions or relationship in a form previously delivered to the extent legally permissibleother party/parties, including, but not limited to, the issuance of earnings press releases or the disclosure of supplemental information in connection with such earnings press release; provided, however, that in such instance the issuing party shall use good faith efforts to provide the other party with reasonable notice and the right to review any such release prior to the issuance of the same, and upon approval either party shall be permitted to disseminate the approved information. No provision of this Section 14.4(a14.3(a) will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal or state securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From and after the date of this Agreement, neither the The Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such Sellers shall hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Asset, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, investors, potential investors, accountants, legal counsel or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and that such Persons agree are instructed to maintain such confidentiality, (iii) to comply with any law, rule or regulation, (iv) to analysts covering Buyer and the REIT industry and (v) to governmental bodies and regulatory agencies, including the Securities and Exchange Commission or required by court or other binding order. The foregoing shall constitute a modification of any prior confidentiality thereofagreement that may have been entered into by the parties. The provisions of this Section shall survive the Closing or the termination of this Agreement for a period of 180 days. Notwithstanding the foregoing, Buyer shall be entitled prior to the Closing(after having provided a copy thereof to Seller at least two Business Days prior to issuance and having given good faith consideration to Seller's comments) to file any applicable forms with the Securities and Exchange Commission that accurately set forth such factual information pertaining to the Property and the transaction contemplated hereby that Buyer concludes, in good faith, to be necessary or prudent in order to comply with Buyer's legal disclosure obligations. Seller shall have no liability whatsoever for the accuracy of any information contained in such filings or disclosure documents.

Confidentiality; Press Release; IRS Reporting Requirements. (a) From The Buyer and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b) below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a) will be construed to prohibit (1) disclosures to appropriate authorities of such hold as confidential all information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law, (2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer disclosed in connection with the satisfaction transaction contemplated hereby and concerning each other, the Assets, this Agreement and the transactions contemplated hereby and shall not release any such information to third parties without the prior written consent of the other parties hereto, except (i) any condition precedent information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the ClosingBuyer are parties), (5ii) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereofto their partners, (6) disclosure to the officersadvisers, underwriters, analysts, employees, agentsaffiliates, contractorsofficers, attorneysdirectors, consultants, lenders, accountants, legal counsel, title companies or other advisors and consultants of any of the parties on a need-to-know basisforegoing, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; provided that the Buyer shall advise each such Person of they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and (iii) to comply with any law, rule or regulation, including 44 without limitations, any securities laws or regulations or rules of the Securities and Exchange Commission or the New York Stock Exchange. Notwithstanding any provision of this Agreement, the parties hereto (and their employees, representatives and agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of transactions effected pursuant to this Agreement, provided, however, (y) the parties hereto (and their employees, representatives and agents) shall keep confidential any such information to the extent necessary to comply with any applicable federal or state securities law, and (z) the parties hereto agree that the tax treatment and tax structure do not include, and the parties hereto (and their employees, representatives and agents) shall keep confidential, the name of, and other identifying information regarding, any such Persons party or transactions, including the specific economic terms of such transactions. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this subsection 12.2(a) shall survive the Closing or the termination of this Agreement for a period of one year. (b) The Seller or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby, provided that the content and timing of any such press release shall be subject to the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. (c) For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively, the “IRS Reporting Requirements”), the Seller and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Seller and the Buyer hereby agree to maintain comply with any provisions of the confidentiality thereofIRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person. Section 12.3.