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

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and Seller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that 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. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and the termination of this Agreement for a period of one year.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale (Resource Real Estate Opportunity REIT II, Inc.)

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Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellerSellers, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the AssetAssets, 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and or (iii) to comply with any law, rule or regulation. The foregoing shall constitute a modification of supersede any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a15.3(a) shall survive the Closing and or the termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Douglas Emmett Inc)

Confidentiality; Press Release; IRS Reporting Requirements. (a) Prior to Closing, Buyer and Seller, and each of their respective Affiliates, Seller shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and confidentiality, (iii) to comply with any law, rule or regulationregulation and (iv) in any legal proceeding between Seller and Buyer in connection with this Agreement. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) subsection shall survive the Closing and the termination of this Agreement for a period of one yearAgreement.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Wells Real Estate Investment Trust Inc)

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and SellerBuyer, Seller and each of their respective Affiliates, Affiliates shall hold as confidential all information disclosed in connection with the transaction contemplated hereby Transaction 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their respective partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing; provided, provided that they such parties are advised as to the confidential nature of such information and are instructed to maintain such confidentiality confidentiality, and (iii) to comply with Applicable Law (including, without limitation, any law, rule or regulationregulation promulgated by the United States Securities and Exchange Commission (the “SEC”). The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a15.3(a) shall survive the Closing and the or earlier termination of this Agreement for a period of one (1) year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (American Realty Capital New York City REIT, Inc.)

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and Seller, and each of their respective Affiliates, Seller shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the AssetBREP JV Interest, 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are partiesAgreement), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, equity sources, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and (iii) to comply with any federal and state securities laws or any other law, rule or regulation. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a14.4(a) shall survive the Closing and or the termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Glimcher Realty Trust)

Confidentiality; Press Release; IRS Reporting Requirements. (a) The Buyer and Seller, and each of their respective Affiliates, the Seller shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates affiliates of the Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies counsel or other advisors of any of the foregoing, provided that 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. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and the termination of this Agreement for a period of one year180 days but shall not survive the Closing.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (HRPT Properties Trust)

Confidentiality; Press Release; IRS Reporting Requirements. (a) The Buyer and the Seller, and each of their respective Affiliates, affiliates shall hold as confidential all information disclosed in connection with the transaction transactions 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements with Seller or its affiliates to which Affiliates Buyer or affiliates of the Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that 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 regulationregulation (including without limitation those of the United States Securities and Exchange Commission). The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and or the termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc)

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Confidentiality; Press Release; IRS Reporting Requirements. (a) The Buyer and the Seller, and each of their respective Affiliates, affiliates shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates affiliates of the Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that 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 regulationregulation (including without limitation those of the United States Securities and Exchange Commission). The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and or the termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Strategic Hotels & Resorts, Inc)

Confidentiality; Press Release; IRS Reporting Requirements. (a) Prior to Closing, Buyer and Seller, and each of their respective Affiliatesaffiliates, shall hold as confidential all information disclosed in connection with the 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliatesaffiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that 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. The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a) shall survive the Closing and the any termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Glimcher Realty Trust)

Confidentiality; Press Release; IRS Reporting Requirements. (a) Buyer and Seller, and each of their respective Affiliates, shall hold as confidential all information disclosed in connection with the transaction contemplated hereby and concerning each other, the AssetAssets, 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 information which was previously or is hereafter publicly disclosed (other than in violation of this Agreement or other confidentiality agreements to which Affiliates of Buyer are parties), (ii) to their partners, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and or (iii) to comply with any law, rule Applicable Law or regulationNasdaq listing requirements. The foregoing shall constitute a modification of supersede any prior confidentiality agreement that may have been entered into by the parties. The provisions of this Section 14.3(a16.3(a) shall survive the Closing and or the termination of this Agreement for a period of one (1) year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (FRP Holdings, Inc.)

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