Purchaser and Seller expressly acknowledge and agree that this Agreement, all financial information regarding Purchaser and any documents and information exchanged between Purchaser and Seller shall be confidential in nature and shall be kept in strict confidence. Purchaser and Seller agree that such confidential materials shall only be transmitted to Purchaser's and Seller's representatives and their respective lenders who need to know the information in the materials for the purpose of evaluating the Property or to prepare to close the transactions contemplated hereby. Purchaser and Seller, for the benefit of each other, hereby agree prior to the Closing Date, they will not release or cause or permit to be released any press notices, 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 or the transactions contemplated herein, without first obtaining the written consent of the other parties hereto.
Purchaser and Seller each acknowledges that the information heretofore provided to them pursuant to the operation of this Agreement, is highly confidential, proprietary information of Seller or Purchaser, as the case may be. Purchaser and Seller each agrees that it will hold such information in strict confidence and will not disclose any part of such information to any person or entity, other than to its accountants and lawyers to the extent necessary for the performance of their duties and as required by law and other than to such other persons to the extent necessary, as determined by the Purchaser in its sole discretion, to complete the transactions contemplated hereunder and in the Sale and Servicing Agreement including the offering and issuance of the Notes; provided, however, that copies of this Agreement may be included as part of any filing made pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934 and any regulations promulgated thereunder. In furtherance of the foregoing, Purchaser and Seller each covenants that it will adhere to its established procedures for the maintenance of confidentiality with respect to such information. Purchaser and Seller each further agrees that it will not distribute such information within its own organization except to persons with a need to know such information in connection with the transactions contemplated by this Agreement.
Purchaser and Seller acknowledge that the Purchase Price is based in part on the projected revenue of the Property based upon the current rent roll for the Property. Purchaser and Seller agree to negotiate in good faith to agree on a fair and equitable increase or decrease in the Purchase Price in the event that the projected revenue of the Property increases or decreases between the effective date of this Agreement and that date which is seven (7) days prior to the Closing Date.
Purchaser and Seller agree that all documents and information concerning the Property delivered to Purchaser, the subject matter of this Agreement, and all negotiations will remain confidential. Purchaser and Seller will disclose such information only to those parties required to know it, including, without limitation, employees of either of the parties, consultants and attorneys engaged by either of the parties, and prospective or existing investors and lenders.
Purchaser and Seller acknowledge that the damages which may be incurred by Purchaser in the event of Seller's default are difficult to quantify as of the date of this Agreement; the Liquidated Damages represent the parties reasonable estimate of Purchaser's probable future damages in the event of Seller's default and the Liquidated Damages represent fair and reasonable compensation to Purchaser in the event of Seller's default. Except with respect to the Liquidated Damages, Purchaser hereby waives any and all rights it may have to xxx Seller for money damages in connection with this Agreement.
Purchaser and Seller shall use their best efforts to promptly and timely file all filings, reports, certificates and applications required to carry out the transactions contemplated by this Agreement or to consummate the transactions contemplated hereby required, if at all, by (i) the federal securities laws, (ii) the United States or any commission, department, agency, law, rule or regulation thereof, or (iii) the State of New Jersey commission, agency or department thereof.
Purchaser and Seller and Seller's Shareholder and their respective representatives agree to keep and maintain the terms of the transaction contemplated by this Agreement confidential. Purchaser and Seller and Seller's Shareholder and their respective representatives will treat and hold as confidential any and all information, materials, data and documents in all forms (whether written or otherwise) relating to the Excluded Assets and the businesses associated therewith and/or the Election Business and the Purchased Assets ("Confidential Information"). Purchaser and Seller and Seller's Shareholder and their respective representatives shall refrain from using any such Confidential Information in any manner or for any purpose not in connection with this Agreement or in any manner or for any purpose detrimental to the business of the other party or any party's interest, and shall upon consummation of the transactions contemplated by this Agreement deliver promptly to the applicable party or destroy, at the request and option of such party, all tangible embodiments (including computer records) of such Confidential Information which are in its possession (except that Confidential Information regarding the Election Business and the Purchased Assets shall become the Confidential Information relating to Purchaser as of the Closing). In the event that any party hereto is requested or required (by oral question or request for information for documents in any legal proceeding, interrogatories,
Purchaser and Seller by written notice to the other, may (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other contained in this Agreement, (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement or (d) waive or modify performance of any of the obligations of the other under this Agreement; PROVIDED, HOWEVER, that no Party may, without the prior written consent of such other Party, make or grant such extension of time, waiver of inaccuracies or compliance or waiver or modification of performance with respect to its own obligations, representations, warranties, conditions or covenants hereunder. Except as provided in the immediately preceding sentence, no action taken pursuant to this Agreement will be deemed to constitute a waiver of compliance with any representations, warranties, covenants or agreements contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature.