party (the "Second Party") and delivered to the party that
first executed this Agreement (the "First Party").
If the Second Party has not
accepted this offer and delivered a fully executed copy of this Agreement to the
First Party within five (5) business days after its submission by the First
Party, this offer shall be of no force or effect.
15.13
CONFIDENTIALITY
(A)
BUYER AND SELLER SHALL EACH MAINTAIN AS CONFIDENTIAL ANY
AND ALL MATERIAL OR INFORMATION ABOUT THE OTHER, AND, IN THE CASE OF BUYER AND
ITS AGENTS, EMPLOYEES, CONSULTANTS AND CONTRACTORS, ABOUT THE PROPERTY, AND
SHALL NOT DISCLOSE SUCH TERMS OR INFORMATION TO ANY THIRD PARTY, EXCEPT, IN THE
CASE OF INFORMATION ABOUT THE PROPERTY, TO BUYER'S LENDER OR PROSPECTIVE
LENDERS, EQUITY INVESTORS OR PROSPECTIVE EQUITY INVESTORS, INSURANCE AND
REINSURANCE FIRMS, ATTORNEYS, AND ENVIRONMENTAL ASSESSMENT FIRMS, AS MAY BE
REASONABLY REQUIRED FOR THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
HEREUNDER AND/OR AS REQUIRED BY LAW; PROVIDED THAT BUYER SHALL INFORM SUCH
PARTIES AS TO THE CONFIDENTIALITY OF SUCH MATERIALS AND INFORMATION AND USE ALL
REASONABLE EFFORTS TO CAUSE SUCH PARTIES TO ABIDE BY THE CONFIDENTIALITY
PROVISIONS OF THIS AGREEMENT; AND PROVIDED, FURTHER, THAT, ANYTHING IN THIS
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, BUYER SHALL HAVE THE RIGHT TO FILE
THIS AGREEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION, IF BUYER DETERMINES
THAT SUCH FILING IS REASONABLY NECESSARY OR REASONABLY ADVISABLE UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
IN ADDITION TO, AND WITHOUT
LIMITING THE GENERALITY OF, THE FOREGOING, WITH RESPECT TO ANY ENVIRONMENTAL
ASSESSMENT FIRM EMPLOYED DIRECTLY OR INDIRECTLY BY BUYER FOR THE PURPOSE OF
REVIEWING OR ANALYZING THE CONDITION OF THE PROPERTY, BUYER SHALL OBTAIN FROM
ANY SUCH PARTY A CONFIDENTIALITY AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT I FOR THE BENEFIT OF SELLER.
BUYER SHALL NOTIFY SELLER, BY FACSIMILE,
WITH A COPY BY REGULAR MAIL, AT LEAST THREE (3) BUSINESS DAYS BEFORE BUYER OR
BUYER'S AGENTS, EMPLOYEES OR CONTRACTORS MAKE ANY DISCLOSURE THAT SUCH PARTY
BELIEVES IS REQUIRED BY LAW; PROVIDED THAT, IF A COURT ORDER OF A COURT OF LAW
WITH APPROPRIATE JURISDICTION REQUIRES DISCLOSURE WITHIN A PERIOD OF LESS THAN
THREE (3)
28
business days, Buyer shall notify Seller by facsimile immediately upon receipt
of such order.
Further, Buyer agrees not to use or to allow to be used any such
information for any purpose other than in connection with the transaction
contemplated by this Agreement, including whether to proceed with the
contemplated purchase or to obtain a loan in connection therewith or to obtain
insurance.
This provision shall survive the Closing or any termination of this
Agreement, provided that Buyer shall not be obligated to maintain as
confidential any material about the Property after the Closing.
If the purchase
and sale of the Property pursuant hereto does not close for any reason, Buyer
shall return to Seller all agreements (excluding this Agreement), documents,
studies, reports and other materials pertaining to the Property either delivered
by Seller or Seller's agents to Buyer pursuant