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

Confidentiality; Press Release; IRS Reporting Requirements. (a) The Buyer and the 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 or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the 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 (including without limitation those of the United States Securities and Exchange Commission) or the requirements of any securities exchange on which such party or its parent company is listed. 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 shall survive the termination of this Agreement for a period of one year.

Appears in 2 contracts

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

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Confidentiality; Press Release; IRS Reporting Requirements. (a) The Buyer and the SellerSellers, 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 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 or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates Affiliates of the Buyer or Seller are parties), (ii) to their partners, advisers, underwriters, analysts, employees, affiliatesAffiliates, officers, directors, consultants, investors, 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 (including without limitation those of the United States Securities and Exchange Commission) regulation. In no event shall Buyer knowingly contact any member or the requirements partner of any securities exchange on which such party or its parent company is listedSeller other than Cxxxx Xxxxx and Bxxxx Xxxxx without the prior written approval of Sellers. 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 (1) year.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Bluerock Residential Growth REIT, Inc.), Agreement of Purchase and Sale (Bluerock Residential Growth REIT, Inc.)

Confidentiality; Press Release; IRS Reporting Requirements. (a) The Prior to Closing, the Buyer and the SellerSellers, 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 or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the 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 (including without limitation those regulation. Without limiting the generality of the preceding sentence, the Sellers acknowledge that Buyer may be required to attach this Agreement to filings with the Securities and Exchange Commission as a result of an affiliate of Buyer being a publicly traded company in the United States Securities and Exchange Commissionthat such disclosures may be made by Buyer (and its affiliates) or without the requirements of any securities exchange on which such party or its parent company is listedSellers’ prior written consent. 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 15.3(a) shall survive the any termination of this Agreement for a period of one year.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (DDR Corp)

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Confidentiality; Press Release; IRS Reporting Requirements. (a) The Prior to Closing, 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 or was available on a non-confidential basis prior to its disclosure (other than in violation of this Agreement or other confidentiality agreements to which affiliates of the Buyer are partiesagreements), (ii) to their members, officers, directors, partners, advisersinvestors, potential investors, advisors, underwriters, analysts, employees, affiliates, officers, directors, consultants, potential lenders, accountants, legal counsel, title companies or other accountants, legal counsel or 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 (including including, without limitation those of limitation, a law, rule or regulation promulgated by the United States Securities and Exchange Commission) or the requirements of any securities exchange on which such party or its parent company is listedSEC (hereinafter defined)). The foregoing shall constitute a modification of any prior confidentiality agreement that may have been entered into by the parties. Neither party shall have the right to issue any press release regarding the transactions contemplated by this Agreement without the prior written consent of the other party other than press releases required by law or the SEC. The provisions of this Section 15.4(a) shall survive the any termination of this Agreement for a period of one year.

Appears in 1 contract

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

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