Common use of Press Releases; Confidentiality Clause in Contracts

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the Sellers shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

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Press Releases; Confidentiality. Either party may issue Each of Sellers and Purchaser agrees that the initial press releases and other public communications release to be issued announcing the transaction transactions contemplated by this Agreement without the consent of the other party. In addition, the shall be in a form mutually agreed by Sellers and their affiliates may make such filings with Purchaser. Sellers and Purchaser each hereby covenants that prior to the SEC as are required in connection with Closing any written press release, statement or other public disclosure or portion thereof discussing the matters transactions contemplated by this Agreement, as applicable (a “Release”), shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, no (i) if either Sellers or Purchaser (the “Required Party”) is required by law or public company financial or securities exchange reporting requirements (including GAAP) to issue a Release prior to the Closing, the Required Party shall, at least two (2) Business Days prior to the issuance of the same, deliver a copy of the proposed Release to the other party (the “Reviewing Party”) for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed and provided, further, that if the Reviewing Party does not notify the Required Party that the proposed Release is approved or disapproved within such press release two (2)-Business Day period, then such Reviewing Party shall be deemed to have approved such Release; and (ii) nothing in this Section 12.17 shall prohibit Purchaser or other communication shall include Sellers from (a) complying with any obligations required by law or any applicable securities exchange requirements, (b) disclosing information that has previously been disclosed in Releases previously disseminated in compliance with this Section 12.17 or otherwise consistent with (and not materially expansive of) any such previous Releases, or (c) discussing the substance or any relevant details of the transactions contemplated in this Agreement with any of Purchaser’s or Sellers’, as applicable, attorneys, accountants, professional consultants and/or financial advisors; any exchange on which Purchaser or any Seller, as applicable, is listed; any rating agencies; any of Purchaser’s or Sellers’, as applicable, investors, analysts, bondholders or lenders; any of Purchaser’s or Sellers’, as applicable, insurance brokers, insurers or underwriters; any of Purchaser’s or Sellers’, as applicable, vendors; or any of Purchaser’s or Seller’s, as applicable, respective attorneys, accountants, professional consultants and/or financial advisors of the foregoing, as the case may be, either on a confidential basis or otherwise consistent with (and not materially expansive of) any information (other than the identification of the parties) that is required to be kept confidential pursuant in Releases previously disseminated in compliance with this Section 12.17. Subject to the remaining provisions preceding sentences of this Section 12.17. , prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser such party by any Seller other party to this Agreement or its representativestheir representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe Receiving Party, in connection with Purchaser’s investigation of any of the Propertiestransaction contemplated by this Agreement, without first obtaining the written consent of the Sellers Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by Purchaser the Receiving Party or who, on behalf of Purchaserthe Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaserthe Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, Purchaser the Receiving Party agrees to furnish only that portion of the Proprietary Information which Purchaser the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser The Receiving Party shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the SellersDisclosing Party, the Sellers Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V.

Appears in 1 contract

Samples: Escrow Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without with the consent of the other partyparty (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In additionaddition and notwithstanding anything to the contrary herein, the Sellers and their affiliates Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1712.16. Purchaser and Sellers shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe other party, in connection with Purchaser’s investigation of any of the Propertiesthis transaction, without first obtaining the written consent of the Sellers other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of PurchaserPurchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser is or Sellers are required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees the parties agree to furnish only that portion of the Proprietary Information which Purchaser such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform its their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellersnon-defaulting party, the Sellers non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing DateDate without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such 57 WRIT MOB - Transaction III unpermitted contact by Purchaser or any of its agents or representatives. WRIT Industrial Vrepresentatives (excluding indirect, consequential or punitive damages of any kind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue (a) Except as provided below, neither the Acquiror nor its directors, officers, employees, advisors, lenders, attorneys or agents shall make any press releases and other release or public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required announcement in connection with the matters contemplated by this AgreementAcquisition prior to the Closing without the prior written consent of the Seller Representative. Except as provided below, none of the Jet Center Entities, the Seller, or the Beneficial Owners or their directors, officers, employees, stockholders, advisors, lenders, attorneys or agents shall make any press release or public announcement in connection with the Acquisition without the prior written consent of the Acquiror. Notwithstanding the foregoing, each Party hereto and the Macquarie Entities will be permitted to (i) communicate to its respective directors, officers, employees, stockholders, advisors, lenders, attorneys or agents the confidentiality obligation contained in this Section 8.2, and (ii) make such press releases, public announcements and/or filings with the Securities and Exchange Commission in connection with the Acquisition and/or capital raising activities without obtaining any prior written consent if required by applicable Law or stock exchange regulation to do so, but prior to making such disclosure, the disclosing Party shall provide the other Party with a draft of such press release, announcement or filing for review and comment; provided, further, that no such press release release, announcement or filing shall contain any financial information about the Jet Center Entities other communication than audited financials for the period ended December 31, 2006 and unaudited condensed financials for the interim periods since December 31, 2006, and such other information as required by applicable Securities and Exchange Commission regulations; provided, further, that that no such press release, announcement or filing shall include any financial information (other than about the identification Jet Center Entities until the waiting period applicable to the consummation of the parties) that is required to be kept confidential pursuant to Acquisition under the remaining provisions of this Section 12.17. Purchaser HSR Act shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representativeshave expired, or (b) any analysesshall have been terminated, compilations, studies or other documents or records prepared without receipt of a Second Request by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the PropertiesParties, without first obtaining or if any Party receives a Second Request, the written consent resolution of all impediments under the HSR Act, otherwise preventing the consummation of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) from discussing the Proprietary Information with any person who is employed transactions contemplated by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the Sellers shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V.

Appears in 1 contract

Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)

Press Releases; Confidentiality. Either party may Neither Buyer nor Seller shall issue any press release or other media publicity of any kind whatever with respect to this Agreement or any of the transactions contemplated hereby, unless approved by both parties hereto in writing (such approval not to be unreasonably withheld) or as required by law. This restriction shall exclude releases or announcements required by SEC reporting requirements, and other legal requirements associated with the operation of a public communications announcing real estate investment trust, as to which Buyer shall provide an opinion of counsel that such requirements compel the release of information. This restriction shall also exclude disclosure to the lenders as required to attain consent to the assumption of the Assumable Debt. Notwithstanding anything to the contrary set forth herein, the text of any press release or other media publicity must be approved by both Buyer and Seller prior to the distribution of any release which approval shall not be unreasonably withheld. Except as otherwise expressly set forth herein, this Agreement and the transactions contemplated hereby shall be kept confidential by the parties and all information contained herein and in any Property Information shall not be disclosed except to those employees, attorneys, accountants and professionals of the parties who have a need to know in order to evaluate the Property and/or to consummate the transactions, and such third parties shall also be directed to keep such information confidential. In the event that the Closing does not occur, all of the Property Information and any copies thereof shall be returned to Seller. Buyer for itself and all affiliated entities, officers, directors, employees and agents (collectively "Chelsea") agrees that, except as hereafter set forth, none of the information obtained by Buyer with respect to the Las Vegas project will be used for any purpose other than evaluation of the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreementhereby. Notwithstanding the foregoing, no Buyer may generally discuss the sale of the Las Vegas Property as contemplated by this Agreement with X. Xxxxxxxx at Xxxx Enterprises provided that Xxxxxx Xxxxxx is a party to any such press release or other communication shall include discussions. Prior to the Closing, such information will be obtained by and used solely by Buyer's acquisition personnel, who Buyer represents and warrants are different from their leasing personnel, and will not be shared with any information (leasing personnel other than the identification Senior Vice President and the Vice President of Leasing or with any advertising or promotional personnel other than the Vice President of Marketing and Real Estate or the Vice President of Operations. None of the parties) that is required to information may be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, used in connection with Purchaser’s investigation of any of the Propertiesconversations, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (idiscussions or approaches to Seller's tenants or any third parties about leasing space in Chelsea's other project(s) from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the Sellers shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this sectionLas Vegas area. The provisions of such confidentiality agreement this Article shall survive any a termination of this Agreement. Except as otherwise expressly provided Agreement but upon Closing shall be deemed merged with the Deed; provided, however that any press release issued in this Agreement, Purchaser agrees connection with the Closing shall be subject to the approval of both Buyer and Seller not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial Vunreasonably withheld.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Chelsea Property Group Inc)

Press Releases; Confidentiality. Either Prior to Closing, neither party may release any press release or other public disclosure or communication with respect to the transactions contemplated by this Agreement, except for (i) the press release and public disclosure language of Seller substantially as set forth in the email from Xxxxxx Xxxxx to Xxxxxx Xxxxxxx on April 23, 2016 (8:43 a.m. Eastern Time), (ii) [intentionally omitted] and (iii) the required SEC disclosures contemplated by the final sentence of this Section 12.17. After Closing, either party may issue press releases and or other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other public disclosure or communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Prior to Closing, Purchaser and the Sellers (each, a “Disclosing Party”) shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser such party by any Seller other party to this Agreement or its representativestheir representatives (each, a “Receiving Party”), or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe Receiving Party, in connection with Purchaser’s investigation of any of the Propertiestransaction contemplated by this Agreement, without first obtaining the written consent of the Sellers Disclosing Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser the Receiving Party (i) from discussing the Proprietary Information with any person who is employed by Purchaser the Receiving Party or who, on behalf of Purchaserthe Receiving Party, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaserthe Receiving Party’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser the Receiving Party is required by applicable law or legal process to disclose any Proprietary Information, Purchaser the Receiving Party agrees to furnish only that portion of the Proprietary Information which Purchaser the Receiving Party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser The Receiving Party shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the SellersDisclosing Party, the Sellers Disclosing Party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the Receiving Party in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial VNotwithstanding anything to the contrary set forth in this Section 12.17, at any time, Purchaser, the Sellers and their affiliates may make such filings and/or disclosures (including the filing of this Agreement) with the SEC as are required (in such filing and/or disclosing party’s good faith judgment) in connection with the matters contemplated by this Agreements, provided, however, that no such filing and/or disclosure (other than (x) the filing of this Agreement and (y) the matters set forth in clauses (i) and (ii) of the first sentence of this Section 12.17) shall be made prior to Closing unless the disclosing party (i) provides not less than two (2) Business Days’ prior written notice to the other party of such intended filing or disclosure, which notice shall include the specific terms and form (including any attachments or exhibits thereto) and (ii) consults reasonably and in good faith with any reasonable requests or suggestions of the other party in respect of such filing or disclosure made during such (2) Business Day period (provided that disclosing party shall not be required to accept any such suggestions as and to the extent disclosing party, in the exercise of its good faith judgment, believes that such suggestions are either (x) not consistent with applicable law or (y) adverse to disclosing party in any way).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without with the consent of the other partyparty (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In additionaddition and notwithstanding anything to the contrary herein, the Sellers and their affiliates Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1712.16. Purchaser and Sellers shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe other party, in connection with Purchaser’s investigation of any of the Propertiesthis transaction, without first obtaining the written consent of the Sellers other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of PurchaserPurchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser is or Sellers are required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees the parties agree to furnish only that portion of the Proprietary Information WRIT MOB - Transaction I which Purchaser such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform its their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellersnon-defaulting party, the Sellers non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing DateDate without Sellers’ consent, and agrees to be liable for all of the Sellers’ damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives. WRIT Industrial Vrepresentatives (excluding indirect, consequential or punitive damages of any kind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the Sellers shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

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Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers Seller and their its affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the PropertiesProperty, without first obtaining the written consent of the Sellers Seller (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the PropertiesProperty, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the SellersSeller, the Sellers Seller shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties Property prior to the Closing Date, and agrees to be liable for all of the Sellers’ Seller’s damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without the consent of the other party. In addition, the Sellers and their affiliates may make such filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential WRIT Industrial II pursuant to the remaining provisions of this Section 12.17. Purchaser shall refrain, and shall use reasonable efforts to cause its agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaser, in connection with Purchaser’s investigation of any of the Properties, without first obtaining the written consent of the Sellers (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser (i) from discussing the Proprietary Information with any person who is employed by Purchaser or who, on behalf of Purchaser, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; provided, however, that if Purchaser is required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees to furnish only that portion of the Proprietary Information which Purchaser is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser shall inform its respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellers, the Sellers shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial V.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without with the consent of the other partyparty (which consent shall not be unreasonably withheld, conditioned or delayed); provided that Seller may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In additionaddition and notwithstanding anything to the contrary herein, the Sellers Seller and their affiliates Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1712.16. Purchaser and Seller shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe other party, in connection with Purchaser’s investigation of any of the Propertiesthis transaction, without first obtaining the written consent of the Sellers other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Seller (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Seller or who, on behalf of PurchaserPurchaser or Seller, is actively and directly participating in the purchase and sale of all of the PropertiesProperty, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Property; provided, however, that if Purchaser is or Seller are required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees the parties agree to furnish only that portion of the Proprietary Information which Purchaser such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Seller shall inform its their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellersnon-defaulting party, the Sellers non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties Property prior to the Closing DateDate without Seller’s consent, and agrees to be liable for all of the Sellers’ Seller’s damages in the event of any such unpermitted contact by Purchaser or any of its agents or representatives. WRIT Industrial Vrepresentatives (excluding indirect, consequential or punitive damages of any kind).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

Press Releases; Confidentiality. Either party may issue press releases and other public communications announcing the transaction contemplated by this Agreement without with the consent of the other partyparty (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Sellers may issue press releases without the consent of Purchaser if such press releases are substantially in the form emailed by Xxxx Xxxxxxx to Xxxx Xxxxxx on September 27, 2013. In additionaddition and notwithstanding anything to the contrary herein, the Sellers and their affiliates Affiliates may file and describe this Agreement in flings, and may make such other filings with the SEC as are required in connection with the matters contemplated by this Agreement. Notwithstanding the foregoing, no such press release or other communication shall include any information (other than the identification of the parties) that is required to be kept confidential pursuant to the remaining provisions of this Section 12.1712.16. Purchaser and Sellers shall refrain, and shall use reasonable efforts to cause its their agents and representatives to refrain, from disclosing in any manner whatsoever, (a) the information provided to Purchaser by any Seller the other party or its representatives, or (b) any analyses, compilations, studies or other documents or records prepared by or on behalf of Purchaserthe other party, in connection with Purchaser’s investigation of any of the Propertiesthis transaction, without first obtaining the written consent of the Sellers other Party (collectively, “Proprietary Information”). The foregoing shall not preclude Purchaser or Sellers (i) from discussing the Proprietary Information with any person who is employed by Purchaser or Sellers or who, on behalf of PurchaserPurchaser or Sellers, is actively and directly participating in the purchase and sale of all of the Properties, including, without limitation, to Purchaser’s shareholders, partners, members, existing or prospective lenders, attorneys, accountants and other consultants and advisors, or (ii) from complying with all laws, rules, regulations and court orders, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or (iii) from Purchaser utilizing such Proprietary Information after Closing in its ownership and operation of the Properties; provided, however, that if Purchaser is or Sellers are required by applicable law or legal process to disclose any Proprietary Information, Purchaser agrees the parties agree to furnish only that portion of the Proprietary Information which Purchaser such party is legally compelled to disclose and to use its commercially reasonable efforts to obtain assurance that, if possible, confidential treatment will be accorded to the Proprietary Information. Purchaser and Sellers shall inform its their respective representatives of the confidential nature of the Proprietary Information and shall direct them to be bound by the terms of this section. In addition to any other remedies available to the Sellersnon-defaulting party, the Sellers non-defaulting party shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Purchaser the defaulting party under this Section in order to enforce the provisions of this section. The provisions of such confidentiality agreement shall survive any termination of this Agreement. Except as otherwise expressly provided in this Agreement, Purchaser agrees not to contact, directly or indirectly, any personnel at any of the Properties prior to the Closing Date, and agrees to be liable for all of the Sellers’ damages in the event of any such contact by Purchaser or any of its agents or representatives. WRIT Industrial VMOB – Transaction IV

Appears in 1 contract

Samples: Purchase and Sale Agreement (Washington Real Estate Investment Trust)

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