Common use of Property Information Clause in Contracts

Property Information. Seller shall deliver to Purchaser the Property Information (as defined below) listed on Exhibit B within 5 days after the Date of the Agreement. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property Information”). Notwithstanding anything to the contrary herein, the Property Information shall include Seller’s operating statements, and maintenance and repair reports for the Property. Except as otherwise expressly provided herein, Seller makes no representations or warranties as to the accuracy or completeness of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occur.

Property Information. Prior to the date of this Agreement, Seller shall deliver has made available to Purchaser the Property Information (as defined below) information listed on Exhibit B within 5 days after the Date of the Agreement. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property attached hereto (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property Information”). Notwithstanding anything , to the contrary hereinextent in Seller’s possession or control. Purchaser has informed Seller that it is required by law to complete with respect to certain matters relating to the Property an audit. Purchaser shall complete such audit during the Due Diligence Period. In connection with the performance of such audit, Seller shall: (a) during the Due Diligence Period make available to Purchaser, the Property Information shall include documents described in Exhibit I attached hereto, to the extent in Seller’s operating statements, possession; and maintenance and repair reports for (b) use commercially reasonable efforts to provide to Purchaser in written form answers to the Property. Except as otherwise expressly provided herein, questions relating to the Property which are set forth in Exhibit I. Seller makes no representations or warranties as to the accuracy or completeness of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees the Purchaser Related Parties (as defined herein) or agents relating to the PropertyPurchaser’s lender, will up until Closing (as hereinafter defined), be treated by Purchaser, its affiliates, lenders, employees the Purchaser Related Parties and agents Purchaser’s lender as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, basis to Purchaser’s consultants and Purchaser’s lender who agree to maintain the confidentiality of such information, information (except for disclosures that may be required by law) and will be returned to Seller by Purchaser if the Closing does not occur. Seller assumes no duty to furnish Purchaser with any other existing information, reports or updates of such materials. Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished, and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. This provision shall survive the Closing or any termination of this Agreement.

Property Information. Within three (3) calendar days after the Contract Date Seller shall deliver copies or will make available to Purchaser the Property Information (as defined below) listed digital copies of all information and documentation included on Exhibit B within 5 days after the Date of the Agreement. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition C attached hereto or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence otherwise relating to the Premises that is actually in the possession or control of Seller, and additional items may be requested by Purchaser during the Due Diligence Period and which are actually in the possession of Seller, and do not constitute Excluded Property received from third parties or governmental agenciesRecords, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications as hereafter defined (collectively, the “Property Information”). Seller has not altered any third party produced Property Information. Except as is expressly provided for in Section 6(a), Purchaser acknowledges that it shall have no right to rely on the accuracy of any of the Property Information obtained from Seller or Seller's agents, that such information is being made available solely as a courtesy and that Seller has not, and shall not be deemed to have, made any representations or warranties whatsoever, express or implied, with respect to the completeness, content or accuracy of the Property Information or with respect to any of the matters disclosed thereby. Notwithstanding anything any terms to the contrary hereinin this Agreement, (a) Seller shall not be obligated or otherwise required to furnish or make available to Purchaser any of the following (collectively, “Excluded Property Records”): (i) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Premises, including, without limitation, any budgets, prepared by or on behalf of Seller or any affiliate of Seller, and (ii) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the purchase of the Premises by Purchaser, or which are subject to a confidentiality agreement; (b) Property Information shall not include Seller’s operating statements, any Excluded Property Records; and maintenance and repair reports for (c) Seller shall have no obligation or liability of any kind to Purchaser as a result of Seller not furnishing or making available to Purchaser the PropertyExcluded Property Records. Except as otherwise It is expressly provided herein, Seller makes no representations or warranties as understood by Purchaser that Property Information is to be subject to the accuracy or completeness confidentiality provisions of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occurSection 21(n) below.

Property Information. Purchaser hereby acknowledges and agrees that Seller shall deliver has delivered, or otherwise made available, as appropriate, to Purchaser Purchaser, for Purchaser’s review, copies of the Property Information (as defined below) Existing Title Policy, the Survey and the other documents and/or materials specifically listed on Exhibit B within 5 days after the Date of the Agreement. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications 4.1 attached hereto (collectively, the “Property Information”). Notwithstanding anything Seller makes no representation or warranty whatsoever as to the contrary hereincompleteness, truth or accuracy of the Property Information shall include Seller’s operating statementsprovided to Purchaser, and maintenance and repair reports for the Property. Except except as otherwise expressly provided hereinin this Agreement. In the event of the expiration or termination of this Agreement for any reason whatsoever, Purchaser shall, within ten (10) days of Seller’s request, deliver to Seller makes at no representations cost or warranties as expense to Seller other than Purchaser’s actual out-of-pocket third-party expenses incurred by Purchaser in connection with Purchaser’s investigation of the accuracy Property, any and all due diligence materials and other information or completeness documentation obtained by, or made available to Purchaser, on its own or from or at the request of Seller in connection with its investigation of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating (to the Propertyextent the providers of such materials, will be treated by Purchaser, its affiliates, lenders, employees information and agents as confidentialdocumentation allow Purchaser to provide Seller with the same and to the extent Seller advises Purchaser of Seller’s desire to obtain), and will Purchaser’s obligation in such regard shall survive any such expiration or termination. Notwithstanding the foregoing, it is expressly understood and agreed that Seller shall not be disclosed required to anyone other than on a need-to-know basis, and as may otherwise be required by law, to pay Purchaser’s consultants who agree to maintain the confidentiality of such informationactual out-of-pocket third-party expenses for materials, information and will be returned to documentation that Seller by advises Purchaser if the Closing it does not occurrequire Purchaser to provide. Seller shall, at Purchaser’s request and at Purchaser’s sole cost and expense, use commercially reasonable efforts to obtain a reliance letter addressed to Purchaser from the preparer of any report listed on Exhibit 4.1.

Property Information. Seller shall deliver to Purchaser the Property Information Within five (as defined below5) listed on Exhibit B within 5 days after the Date of the Agreement. In additionEffective Date, Seller shall make available at Sellerprovide Purchaser with copies of all items identified on Purchaser’s property management office preliminary due diligence checklist attached hereto as Exhibit “J”, to Purchaser the extent the same are within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition or ownership of the Property, including but not limited to, all environmental control and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating pertain to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property Information”). Notwithstanding anything Purchaser and its consultants, on behalf of Purchaser, may request additional information regarding the Property and Seller shall provide the supplemental items requested to Purchaser or its consultant within five (5) days after written request to the contrary herein, extent such items are in Seller’s possession or control and pertain to the Property. Seller shall provide the Property Information shall include to Purchaser solely by uploading such information to the hxxx://xxx.xxx.xxx data room maintained by the Broker (as hereinafter defined). Upon Seller’s operating statementsreceipt or production of any Property Information after the initial delivery date specified above, Seller shall promptly furnish such Property Information to Purchaser and shall continue to provide the same during the pendency of this Agreement. All of the Property Information is provided simply as an accommodation to Purchaser, and maintenance and repair reports for the Property. Except as otherwise expressly provided herein, Seller makes no representations or warranties as to the its accuracy or completeness completeness. Purchaser understands that some of the foregoing documents were provided by others to Seller and were not prepared by or verified by Seller. In no event shall Seller be obligated to deliver or make available to Purchaser any of Seller’s internal memoranda, attorney-client privileged materials or appraisals of the Property, if any. In the event the transaction contemplated hereby shall fail to close for any reason, Purchaser shall, at its expense, promptly deliver to Seller (a) all existing originals and copies of the Property InformationInformation supplied to Purchaser by Seller or its agents and (b) true and complete copies of any written information concerning the Property prepared by third parties on behalf of Purchaser in connection with its investigations hereunder (including any reports, audits and appraisals). Seller shall not hold Purchaser responsible for the accuracy of any information prepared by third parties which is delivered to Seller in connection with this Section 2.1. The Property Information and all other information, other than matters terms of public record, furnished to, or obtained through inspection this Section 2.1 shall survive the termination of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occurthis Agreement.

Property Information. Seller shall deliver to Purchaser the Property Information Within ten (as defined below10) listed on Exhibit B within 5 days after the Effective Date of the Agreement. In additionand at reasonable times prior to Closing, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies information regarding the Parent Tract and the Property in Seller’s possession pertaining or Seller’s or its current consultants’ and contractors’ control (such information is referred to herein collectively as the use, occupancy, condition or ownership of the Property, including but not limited to"Property Information"). At Seller's election, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition a part of the Property (Information will be made available through access to an internet website established by Seller for such purpose, except that environmental information may be made available during normal business hours at the offices of JEA’s Environmental Services office located on the 8th floor of the JEA Tower at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx or through other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property Information”). Notwithstanding anything means acceptable to the contrary herein, the Property Information shall include Seller’s operating statements, and maintenance and repair reports for the Propertyparties. Except as otherwise expressly provided stated herein, Seller makes no representations representation or warranties warranty as to the truth, accuracy or completeness of any materials, data or information provided by Seller to Purchaser in connection with the Property Informationtransaction contemplated hereby. The Property Information Purchaser acknowledges and agrees that all materials, data and information provided by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser, except as otherwise expressly stated herein. Without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any environmental or other informationreport with respect to the Parent Tract or lands of Seller adjacent thereto which is delivered by Seller to Purchaser shall be for general informational purposes only, other than matters of public record(b) Purchaser shall not have any right to rely on any such report provided by Seller to Purchaser, furnished to, or obtained through inspection but rather will rely on its own inspections and investigations of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to and the Property, will be treated by Purchaser, its affiliates, lenders, employees Parent Tract and agents as confidentialany lands adjacent thereto, and will not be disclosed to anyone other than on a need-to-know basisany reports commissioned by Purchaser with respect thereto, and as may otherwise be required (c) neither Seller, any affiliate of Seller nor the person or entity which prepared any such report provided by law, Seller to Purchaser’s consultants who agree Purchaser shall have any liability to maintain the confidentiality Purchaser for any inaccuracy in or omission from any such report. The provisions of such information, and will be returned to Seller by Purchaser if this Section 4.5 shall survive the Closing does not occuror any termination of this Agreement.

Property Information. Within two (2) business days after the Contract Date Seller shall deliver copies or will make available to Purchaser the Property Information (as defined below) listed digital copies of all information and documentation included on Exhibit B within 5 days after the Date of the Agreement. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining to the use, occupancy, condition C attached hereto or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence otherwise relating to the Premises that is actually in the possession or control of Seller, and additional items may be requested by Purchaser during the Due Diligence Period and which are actually in the possession of Seller, and do not constitute Excluded Property received from third parties or governmental agenciesRecords, but excluding privileged information, any reports obtained by Seller in connection with its acquisition of the Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications as hereafter defined (collectively, the “Property Information”). Except as is expressly provided for in Section 6(a), Purchaser acknowledges that it shall have no right to rely on the accuracy of any of the Property Information obtained from Seller or Seller's agents, that such information is being made available solely as a courtesy and that Seller has not, and shall not be deemed to have, made any representations or warranties whatsoever, express or implied, with respect to the completeness, content or accuracy of the Property Information or with respect to any of the matters disclosed thereby. Notwithstanding anything any terms to the contrary hereinin this Agreement, (a) Seller shall not be obligated or otherwise required to furnish or make available to Purchaser any of the following (collectively, “Excluded Property Records”): (i) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Premises, including, without limitation, any budgets, prepared by or on behalf of Seller or any affiliate of Seller, and (ii) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the purchase of the Premises by Purchaser, or which are subject to a confidentiality agreement; (b) Property Information shall not include Seller’s operating statements, any Excluded Property Records; and maintenance and repair reports for (c) Seller shall have no obligation or liability of any kind to Purchaser as a result of Seller not furnishing or making available to Purchaser the PropertyExcluded Property Records. Except as otherwise It is expressly provided herein, Seller makes no representations or warranties as understood by Purchaser that Property Information is to be subject to the accuracy or completeness confidentiality provisions of the Property Information. The Property Information and all other information, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occurSection 23(n) below.

Property Information. The Parties agree that, prior to the Effective Date, Seller shall deliver furnished to Purchaser (among other items) copies of the Property Information (as defined below) listed items set forth on Exhibit B within 5 days after C attached hereto and incorporated herein if and to the Date of extent the Agreement. In additionsame existed, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies were in Seller’s possession pertaining or control, and concern the Property. Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files which relate to the use, occupancy, physical condition or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices Real Property or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition status of the governmental approvals or utility commitments for the Real Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property InformationCondition”). Notwithstanding anything In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). The items referenced in this Section 3.02, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the contrary herein, review the Property Information shall include Seller’s operating statementsprior to the Effective Date. Notwithstanding any provision in this Agreement, to the contrary, Purchaser agrees and maintenance and repair reports for acknowledges that: (i) the Property. Except Property Information is delivered to Purchaser solely as otherwise expressly provided herein, an accommodation to Purchaser; (ii) Seller makes no representations or warranties has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. The , except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information and all other information, other than matters to Purchaser or as a result of public record, furnished to, or obtained through inspection Purchaser’s reliance on any of the Property byInformation or any information set forth or referred to therein or disclosed thereby, Purchaser, its affiliates, lenders, employees except as otherwise specifically provided in this Agreement or agents relating in the closing documents executed by Seller pursuant to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occurthis Agreement.

Property Information. The Parties agree that, prior to the Effective Date, Seller shall deliver furnished to Purchaser (among other items) copies of the Property Information (as defined below) listed items set forth on Exhibit B within 5 days after C attached hereto and incorporated herein if and to the Date of extent the Agreement. In additionsame existed, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies were in Seller’s possession pertaining or control, and concern the Property. Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files which relate to the use, occupancy, physical condition or ownership of the Property, including but not limited to, all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices Real Property or correspondence relating to the Property received from third parties or governmental agencies, but excluding privileged information, any reports obtained by Seller in connection with its acquisition status of the governmental approvals or utility commitments for the Real Property (other than a Phase I environmental report which shall be provided to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property InformationCondition”). Notwithstanding anything In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other {N4542684.1} 3 than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). The items referenced in this Section 3.02, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the contrary herein, review the Property Information shall include Seller’s operating statementsprior to the Effective Date. Notwithstanding any provision in this Agreement, to the contrary, Purchaser agrees and maintenance and repair reports for acknowledges that: (i) the Property. Except Property Information is delivered to Purchaser solely as otherwise expressly provided herein, an accommodation to Purchaser; (ii) Seller makes no representations or warranties has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. The , except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information and all other information, other than matters to Purchaser or as a result of public record, furnished to, or obtained through inspection Purchaser’s reliance on any of the Property byInformation or any information set forth or referred to therein or disclosed thereby, Purchaser, its affiliates, lenders, employees except as otherwise specifically provided in this Agreement or agents relating in the closing documents executed by Seller pursuant to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by law, to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occurthis Agreement.

Property Information. Seller Assignor has provided to Assignee certain plans, reports and other materials and information pertaining to the Office Condominium and the Freeport-McMoRan Center as described on Exhibit D (the "Property Information"). Assignee understands and acknowledges that any information provided to Assignee by Assignor, including the Property Information, is provided solely as an accommodation and, except as otherwise expressly stated in this Agreement, Assignor is not in any way representing or warranting the accuracy, sufficiency or completeness of any such information and makes no (and expressly disclaims all) representations as to the accuracy, sufficiency or completeness of such information, and Assignor has recommended to Assignee that it conduct its own examination, inspection and investigation of all matters pertaining to the Assigned Interests, including without limitation the physical condition of the Office Condominium, on or before the Feasibility Expiration Date. Without limitation of the foregoing, except as otherwise expressly stated in this Agreement, Assignee acknowledges and agrees that Assignor shall deliver have no liability to Purchaser Assignee or any officer, director, shareholder, partner, member, manager, Affiliate, agent, employee and/or representative for any mistakes, omissions or misstatements, or arising from the use or reliance on the Property Information (as defined below) listed on Exhibit B within 5 days after the Date of the Agreementor other information provided to Assignee. In addition, Seller shall make available at Seller’s property management office to Purchaser within 5 days after the Date of this Agreement all architectural drawings, plans and specifications, documents, records, reports and studies in Seller’s possession pertaining Prior to the useClosing, occupancy, condition or ownership of Assignee shall maintain as confidential the Property, including but not limited to, Property Information and any and all environmental and soils reports, HVAC reports, roof reports, surveys, occupancy and building permits and other governmental approvals, any notices or correspondence relating material provided by Assignor with respect to the Property received from ("Confidential Information") and shall not disclose Confidential Information to any uninvolved third party; provided, however, Assignee shall have the right to disclose Confidential Information to (i) involved third parties who require information to assist Assignee in Assignee’s due diligence investigations or governmental agencies(ii) to Assignee's lenders, but excluding privileged potential investors, attorneys and accountants who have a need to know such information, provided Assignee shall take reasonable steps to require such parties to agree to be bound by the confidentiality provisions in this Section 7. Notwithstanding anything in this Section 7 to the contrary, the term "Confidential Information" shall not include information which is or becomes generally available to the public other than as a result of a disclosure by the Assignee. If the Closing fails to occur for any reports obtained by Seller in connection with its acquisition of reason, the Property (other than a Phase I environmental report which shall Information shall, upon request made by Notice to Assignee, be provided promptly returned to Purchaser), any engineering reports, economic analyses, appraisals and all internal reports, evaluations, policies, directives, memoranda and other communications (collectively, the “Property Information”)Assignor or destroyed by Assignee. Notwithstanding anything to the contrary contained herein, the Property foregoing covenants made by Assignee to keep confidential such Confidential Information shall expressly not include Seller’s operating statements, and maintenance and repair reports for any disclosure or dissemination of portions of the Property. Except as otherwise expressly provided herein, Seller makes no representations or warranties as Confidential Information to the accuracy or completeness of the Property Information. The Property Information and all other informationextent legally compelled to do so, other than matters of public record, furnished to, or obtained through inspection of the Property by, Purchaser, its affiliates, lenders, employees or agents relating to the Property, will be treated by Purchaser, its affiliates, lenders, employees and agents as confidential, and will not be disclosed to anyone other than on a need-to-know basis, and as may otherwise be required by lawApplicable Laws or subpoena, to Purchaser’s consultants who agree to maintain in the confidentiality public domain or in the possession of such information, and will be returned to Seller by Purchaser if the Closing does not occurAssignee or any involved third party.