Common use of Press Releases and Disclosures Clause in Contracts

Press Releases and Disclosures. Purchaser Parent will file with the Securities and Exchange Commission a current report on Form 8-K, as required under the Exchange Act, and may file a Form D, pursuant to the rules of Regulation D under the Securities Act, that discloses this Agreement. Neither Seller, the Companies nor Purchaser, nor an Affiliate of any of them, shall make any press release or other public announcement or disclosure regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures to the extent (a) necessary for a Party to perform this Agreement (including disclosure to (i) a Governmental Authority or in respect of any Proceeding or legal proceeding or subpoena, (ii) any third Persons holding preferential rights to purchase any of the Acquired Membership Interests or the Company Assets, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents, (iii) Ridgewood Energy Corporation or its Affiliates (collectively, “Ridgewood”) by Seller or the Companies, and (iv) any of such Person’s representatives and advisors), (b) required (upon advice of counsel) by applicable securities or other applicable Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (c) such Party has given the other Parties a reasonable opportunity to review such disclosure prior to its release and no objection is raised, (d) following the filing of the Agreement by Purchaser Parent as contemplated by the first sentence of this Section 5.1, either Party may discuss the information contained in such filing, including the terms of the Purchase Agreement contained in such filing, without the consent of the other Parties, and (e) notwithstanding the foregoing, Riverstone and its Affiliates shall be entitled to disclose information deemed confidential under this Agreement, as well as Confidential Information (as defined in the Confidentiality Agreement) to investors and limited partners, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by Riverstone or any of its Affiliates; provided such disclosures in the case of clauses (a)(iii), (a)(iv) and (e) are made to Persons subject to an obligation of confidentiality with respect to such information which is no less stringent than the confidentiality obligation contained in this Section 5.1 and restricting further disclosure, provided, further, that such Persons in the case of clauses (a)(iii), (a)(iv) and (e) shall be entitled to also make any of the disclosures in clauses (a)(i), (a)(iv) and (b); provided, further, that, in the case of clauses (a) and (b), each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any such release or announcement prior to making such release or announcement, if it may do so without incurring liability.

Press Releases and Disclosures. Purchaser Parent will file with the Securities and Exchange Commission a current report on Form 8-K, as required under the Exchange Act, and may file a Form D, pursuant to the rules of Regulation D under the Securities Act, that discloses this Agreement. Neither Seller, Castex, the Companies Company nor Purchaser, nor an Affiliate of any of them, shall make any press release or other public announcement or disclosure regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures to the extent (a) necessary for a Party to perform this Agreement (including disclosure to (i) a Governmental Authority or in respect of any Proceeding or legal proceeding or subpoena, (ii) any third Persons holding preferential rights to purchase any of the Acquired Membership Interests or the Company Assets, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents, (iii) Ridgewood Energy Corporation Castex Energy, Inc. or its Affiliates (collectively, “RidgewoodCastex”) by Seller or the CompaniesCompany, and (iv) any of such Person’s representatives and advisors), (b) required (upon advice of counsel) by applicable securities or other applicable Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (c) such Party has given the other Parties a reasonable opportunity to review such disclosure prior to its release and no objection is raised, and (d) following the filing of the Agreement by Purchaser Parent as contemplated by the first sentence of this Section 5.1, either Party may discuss the information contained in such filing, including the terms of the Purchase Agreement contained in such filing, without the consent of the other Parties, and (e) notwithstanding the foregoing, Riverstone and its Affiliates shall be entitled to disclose information deemed confidential under this Agreement, as well as Confidential Information (as defined in the Confidentiality Agreement) to investors and limited partners, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by Riverstone or any of its Affiliates; provided such disclosures in the case of clauses (a)(iii), (a)(iv) and (ea)(iv) are made to Persons subject to an obligation of confidentiality with respect to such information which is no less stringent than the confidentiality obligation contained in this Section 5.1 and restricting further disclosure, provided, further, that such Persons in the case of clauses (a)(iii), (a)(iv) and (ea)(iv) shall be entitled to also make any of the disclosures in clauses (a)(i), (a)(iv) and (b); provided, further, that, in the case of clauses (a) and (b), each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any such release or announcement prior to making such release or announcement, if it may do so without incurring liability.

Press Releases and Disclosures. Purchaser Parent Neither Eastview nor BPA will file release or cause or permit to be released any press notices, or publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement without first obtaining the written consent of the other party except those disclosures that are required by securities law(s), including the Securities Act of 1933, or contractual obligation (in which case notice shall be timely provided to the other party of such requirement and disclosure). Subject to the terms and conditions in the Confidentiality Agreement between BPA and Eastview dated May 10, 2004, the foregoing shall not preclude either party from discussing the substance or any relevant details of such transactions with any of its attorneys, accountants, professional consultants, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent either party hereto, from complying with laws, rules, regulations and court orders, including without limitation, governmental, regulatory, disclosure, tax and reporting requirements, or from Eastview making disclosures in the ordinary course of its due diligence inspections and contacts with third parties related thereto. Notwithstanding the foregoing, (a) BPA shall have the right in connection with BPA's IPO to make full and fair disclosures to prospective investors and their advisors that are required in connection with securities offerings by companies whose primary business is the development, ownership and leasing of real properties including without limitation all real property and financial information required by Form S-11 under the Securities Act of 1933 and any other Securities and Exchange Commission filings required in connection with BPA's IPO, any corresponding regulations of the Securities and Exchange Commission a current report on Form 8-Kand any comments by the Securities and Exchange Commission with respect to its review of any such registration statement or filngs, (e.g., disclosure as to the condition of such properties and any present or prospective improvements thereon, the vacancy experiences at such company's properties (including in this case the vacancy experiences of space within the Greenburgh Core Campus or the Mount Pleasant Core Campus), the tenants at such company's properties, information regarding the credit worthiness of such tenants, the relative space leased by such tenants, the durations (including extension or expansion options) of the various leases, the rents and expense contributions required under the Exchange Actleases, and other terms of the pertinent leases that reasonably could be considered to be material to a decision to invest in a company whose business it is to own property leased to such tenants), and (b) any party to this transaction (and each employee, agent or representative of the foregoing) may file a Form Ddisclose to any and all persons, pursuant to the rules without limitation of Regulation D under the Securities Act, that discloses this Agreement. Neither Sellerany kind, the Companies nor Purchaser, nor an Affiliate tax treatment and tax structure of the transaction and all materials of any of them, shall make any press release kind (including opinions or other public announcement or disclosure regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, tax analyses) that the foregoing shall not restrict disclosures 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. The authorization in the preceding sentence is not intended to permit disclosure of any other information unrelated to the tax treatment and tax structure of the transaction including (awithout limitation) necessary for a Party to perform this Agreement (including disclosure to (i) a Governmental Authority any portion of the transaction documents or in respect related materials to the extent not related to the tax treatment or tax structure of any Proceeding or legal proceeding or subpoenathe transaction, (ii) the existence or status of any third Persons holding preferential rights to purchase any of the Acquired Membership Interests or the Company Assets, rights of consent or other rights that may be applicable negotiations unrelated to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rightstax issues, or seek such consents, (iii) Ridgewood Energy Corporation any other term or its Affiliates (collectively, “Ridgewood”) by Seller detail not relevant to the tax treatment or the Companies, and (iv) any of such Person’s representatives and advisors), (b) required (upon advice of counsel) by applicable securities or other applicable Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (c) such Party has given the other Parties a reasonable opportunity to review such disclosure prior to its release and no objection is raised, (d) following the filing tax structure of the Agreement by Purchaser Parent as contemplated by the first sentence of this Section 5.1, either Party may discuss the information contained in such filing, including the terms of the Purchase Agreement contained in such filing, without the consent of the other Parties, and (e) notwithstanding the foregoing, Riverstone and its Affiliates shall be entitled to disclose information deemed confidential under this Agreement, as well as Confidential Information (as defined in the Confidentiality Agreement) to investors and limited partners, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by Riverstone or any of its Affiliates; provided such disclosures in the case of clauses (a)(iii), (a)(iv) and (e) are made to Persons subject to an obligation of confidentiality with respect to such information which is no less stringent than the confidentiality obligation contained in this Section 5.1 and restricting further disclosure, provided, further, that such Persons in the case of clauses (a)(iii), (a)(iv) and (e) shall be entitled to also make any of the disclosures in clauses (a)(i), (a)(iv) and (b); provided, further, that, in the case of clauses (a) and (b), each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any such release or announcement prior to making such release or announcement, if it may do so without incurring liabilitytransaction.

Press Releases and Disclosures. Purchaser Parent will file with the Securities and Exchange Commission a current report on Form 8-K, as required under the Exchange Act, and may file a Form D, pursuant to the rules of Regulation D under the Securities Act, that discloses this Agreement. Neither Seller, the Companies Company nor Purchaser, nor an Affiliate of any of them, shall make any press release or other public announcement or disclosure regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures to the extent (a) necessary for a Party to perform this Agreement (including disclosure to (i) a Governmental Authority or in respect of any Proceeding or legal proceeding or subpoena, (ii) any third Persons holding preferential rights to purchase any of the Acquired Membership Interests or the Company Assets, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents, (iii) Ridgewood Energy Corporation Castex Energy, Inc. or its Affiliates (collectively, “RidgewoodCastex”) by Seller or the CompaniesCompany, and (iv) any of such Person’s representatives and advisors), (b) required (upon advice of counsel) by applicable securities or other applicable Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (c) such Party has given the other Parties a reasonable opportunity to review such disclosure prior to its release and no objection is raised, (d) following the filing of the Agreement by Purchaser Parent as contemplated by the first sentence of this Section 5.1, either Party may discuss the information contained in such filing, including the terms of the Purchase Agreement contained in such filing, without the consent of the other Parties, and (e) notwithstanding the foregoing, Riverstone and its Affiliates shall be entitled to disclose information deemed confidential under this Agreement, as well as Confidential Information (as defined in the Confidentiality Agreement) to investors and limited partners, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by Riverstone or any of its Affiliates; provided such disclosures in the case of clauses (a)(iii), (a)(iv) and (e) are made to Persons subject to an obligation of confidentiality with respect to such information which is no less stringent than the confidentiality obligation contained in this Section 5.1 and restricting further disclosure, provided, further, that such Persons in the case of clauses (a)(iii), (a)(iv) and (e) shall be entitled to also make any of the disclosures in clauses (a)(i), (a)(iv) and (b); provided, further, that, in the case of clauses (a) and (b), each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any such release or announcement prior to making such release or announcement, if it may do so without incurring liability.