ACKNOWLEDGES AND AGREES THAT THE DEDICATION SHALL NOT CONSTITUTE A MATERIAL
TAKING AND PURCHASER SHALL HAVE NO RIGHTS WHATSOEVER PURSUANT TO THE PROVISIONS
OF THIS SECTION 11.2 WITH RESPECT TO THE DEDICATION.
ARTICLE XII
CONFIDENTIALITY
SECTION 12.1
CONFIDENTIALITY.
SELLER AND PURCHASER EACH EXPRESSLY
ACKNOWLEDGE AND AGREE THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE TERMS AND CONDITIONS CONCERNING THE SAME WILL BE HELD IN CONFIDENCE BY EACH
OF THEM AND WILL NOT BE DISCLOSED BY EITHER OF THEM EXCEPT TO THEIR RESPECTIVE
LEGAL COUNSEL, ACCOUNTANTS, CONSULTANTS, OFFICERS, PARTNERS, DIRECTORS, AND
SHAREHOLDERS AND MUNICIPAL OFFICIALS WITH THE CITY WITH WHOM PURCHASER IS
PERMITTED TO DISCUSS THE TRANSACTION CONTEMPLATED HEREIN, OR AS OTHERWISE
PERMITTED HEREUNDER (INCLUDING, WITHOUT LIMITATION, SECTION 5.2(B)), AND EXCEPT
AND ONLY TO THE EXTENT THAT SUCH DISCLOSURE MAY BE NECESSARY OR ADVISABLE FOR
THEIR RESPECTIVE PERFORMANCES HEREUNDER.
PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT, UNLESS AND UNTIL THE CLOSING OCCURS, ALL INFORMATION OBTAINED BY
PURCHASER IN CONNECTION WITH THE PROPERTY WILL NOT BE DISCLOSED BY PURCHASER TO
ANY THIRD PERSONS (OTHER THAN LICENSEE PARTIES) WITHOUT THE PRIOR WRITTEN
CONSENT OF SELLER, UNLESS SUCH DISCLOSURE IS REQUIRED BY LAW, RULE OR
REGULATION.
NOTHING CONTAINED IN THIS ARTICLE XII WILL PRECLUDE OR LIMIT
EITHER PARTY TO THIS AGREEMENT FROM DISCLOSING OR ACCESSING ANY INFORMATION
OTHERWISE DEEMED CONFIDENTIAL UNDER THIS ARTICLE XII OR THIS AGREEMENT IN
RESPONSE TO LAWFUL PROCESS OR SUBPOENA OR OTHER VALID OR ENFORCEABLE ORDER OF A
COURT OF COMPETENT JURISDICTION OR ANY FILINGS WITH GOVERNMENTAL AUTHORITIES
REQUIRED BY REASON OF THE TRANSACTIONS PROVIDED FOR HEREIN PURSUANT TO AN
OPINION OF COUNSEL. IN ADDITION, PRIOR TO OR AS A PART OF THE CLOSING, ANY
RELEASE TO THE PUBLIC OF INFORMATION WITH RESPECT TO THE SALE CONTEMPLATED
HEREIN OR ANY MATTERS SET FORTH IN THIS AGREEMENT WILL BE MADE ONLY IN THE FORM
APPROVED BY PURCHASER AND SELLER AND
50
THEIR RESPECTIVE COUNSEL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED.
SUBJECT TO PRECEDING 2 SENTENCES OF THIS SECTION 12.1, SELLER AND/OR
SELLER'S AFFILIATES SHALL NOT NAME PURCHASER, PURCHASER'S AFFILIATES, ISTAR OR
ANY ISTAR AFFILIATES IN ANY PUBLIC STATEMENTS OR GOVERNMENTAL FILINGS RELATED TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
PRESS RELEASES, BROCHURES, MARKETING MATERIALS OR OTHER WRITTEN, ORAL, DIGITAL
OR ELECTRONIC COMMUNICATIONS; PROVIDED, HOWEVER, IN DESCRIBING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, SELLER AND SELLER'S AFFILIATES MAY REFER TO
PURCHASER, PURCHASER'S AFFILIATES, ISTAR OR ANY ISTAR AFFILIATES AS AN
"INSTITUTIONAL REAL ESTATE BUYER".
NOTWITHSTANDING ANYTHING TO THE CONTRARY
PROVIDED HEREIN, IN NO EVENT SHALL SELLER AND/OR SELLER'S AFFILIATES BE LIABLE
UNDER THIS SECTION 12.1 FOR ANY DISCLOSURE OF PURCHASER'S, ISTAR'S OR ANY ISTAR
AFFILIATES' INVOLVEMENT IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO
THE EXTENT SUCH INVOLVEMENT BECOMES PUBLIC KNOWLEDGE (AND ONLY TO THE EXTENT OF
SUCH PUBLIC KNOWLEDGE) OTHER THAN AS A RESULT OF A DISCLOSURE BY SELLER AND/OR
SELLER'S AFFILIATES.
THE PROVISIONS OF THIS ARTICLE XII WILL SURVIVE THE
CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
NOTHING IN THIS ARTICLE XII WILL