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 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 agree to keep this Agreement confidential and not to disclose the terms or any matters relating to this Agreement to anyone other unless required by law.
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 do each acknowledge and ----------------- represent that execution of the within Agreement has been duly authorized by the Board of Directors of each Corporation and that the Presidents thereof have been authorized to execute the within Agreement on behalf of each corporation.
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 agree and acknowledge that the Purchase Price Shares and the Conversion Shares may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act, or (ii) the Purchaser or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Seller who agrees to sell or otherwise transfer the shares only in accordance with this Section 9.3 and who is an Accredited Investor (as defined in the Securities Act). Until such time as the shares of Common Stock underlying the Purchase Price Shares and/or the Conversion Shares have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Purchaser shall issue to ...
Purchaser and Seller each represent and warrant that there are no claims for brokerage commissions or fees or like charges payable in connection with this transaction by virtue of contacts or activities of either Purchaser or Seller. Purchaser and Seller hereby indemnify each other against, and agree to hold each other harmless from, any and all claims for agency or brokerage commissions or fees or like charges arising out of or in any way connected with any claimed agency relationship with the indemnitor and relating to the purchase and sale of the Property, and this provision shall survive the Closing contemplated hereby and the delivery of the deed of conveyance and, anything elsewhere contained herein to the contrary not withstanding, any early termination of this Agreement.
