EXPRESSLY AUTHORIZED OR REQUIRED
BY THE TERMS OF THIS AGREEMENT (E.G., IN CONNECTION WITH OBTAINING ANY REQUIRED
THIRD-PARTY CONSENTS OR APPROVALS) OR (III) IF AND TO THE EXTENT SUCH CONTENTS
HAVE ALREADY BEEN PLACED IN THE PUBLIC DOMAIN (OTHER THAN BY THE PARTY SEEKING
TO DISCLOSE AND IN A MANNER NOT PERMITTED BY THIS SECTION 11.8(A)). NOTHING
CONTAINED IN THIS SECTION 11.8 SHALL BE CONSTRUED AS PROHIBITING (X) EITHER
SELLER FROM DISCLOSING THE CONTENTS OF THIS AGREEMENT (A) ON A CONFIDENTIAL
BASIS TO SELLER'S COUNSEL, ACCOUNTANTS, CONSULTANTS, PROPERTY MANAGERS AND OTHER
AGENTS, OR (B) (IF NECESSARY OR APPROPRIATE IN SELLER'S REASONABLE JUDGMENT) TO
REGULATORY AUTHORITIES HAVING
63
jurisdiction over Seller (which authorities, by law, may not be bound by any
confidentiality restrictions), or (C) to parties from which it is seeking
financing or (y) Purchaser from disclosing the contents of this Agreement (A) on
a confidential basis to its counsel, accountants, consultants, property managers
and other agents, or (B) (if necessary or appropriate in Purchaser's reasonable
judgment) to regulatory authorities having jurisdiction over Purchaser (which
authorities, by law, may not be bound by any confidentiality restrictions), or
(C) to parties from which it is seeking financing. Each of Seller and Purchaser
agrees (I) to consult with and cooperate with each other on the content and
timing of all press releases and other public announcements relating to the
transactions contemplated by this Agreement and (II) that the press release to
be issued upon execution of this Agreement will be in a form agreed to by the
parties hereto prior to the execution of this Agreement.
(B)
PROPERTY INFORMATION.
IN THE EVENT THIS
AGREEMENT IS TERMINATED, PURCHASER AND PURCHASER'S REPRESENTATIVES SHALL
PROMPTLY DELIVER TO SELLER ALL ORIGINALS AND COPIES OF THE INFORMATION RELATING
TO THE PROPERTIES SUPPLIED BY, OR AT THE DIRECTION OF, SELLER IN THE POSSESSION
OF PURCHASER AND PURCHASER'S REPRESENTATIVES AND NEITHER PURCHASER NOR
PURCHASER'S REPRESENTATIVES SHALL RETAIN ANY COPIES, EXTRACTS OR OTHER
REPRODUCTIONS IN WHOLE OR IN PART OF SUCH WRITTEN MATERIAL. IN ADDITION TO THE
FOREGOING, PURCHASER AGREES TO PROMPTLY DESTROY ALL DOCUMENTS, MEMORANDA, NOTES
AND OTHER WRITINGS WHATSOEVER PREPARED BY IT AND/OR ANY OF ITS REPRESENTATIVES
BASED ON ANY INFORMATION RELATING TO THE PROPERTIES SUPPLIED BY, OR AT THE
DIRECTION OF, SELLER, AND TO CERTIFY TO SELLER IN A WRITTEN INSTRUMENT SWORN TO
BY AN AUTHORIZED OFFICER WHO SUPERVISED SUCH DESTRUCTION.
11.9
ENTIRE AGREEMENT.
SUBJECT TO THE LAST SENTENCE
OF SECTION 11.8(B) ABOVE, ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE BETWEEN
THE PARTIES HERETO ARE MERGED IN THIS AGREEMENT AND THE INSTRUMENTS AND
DOCUMENTS REFERRED TO HEREIN, WHICH FULLY AND COMPLETELY EXPRESS THEIR
AGREEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN, SUPERSEDE ALL
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
11.10
GOVERNING LAW.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, AND AS PERMITTED BY SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK, THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL
IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,