POLICY.
(B)
NON-MATERIAL.
IF A CASUALTY OCCURS PRIOR TO CLOSING, AND THE COST
OF REPAIR OR REPLACEMENT OF THE IMPROVEMENTS IS REASONABLY LIKELY TO BE LESS
THAN ONE PERCENT (1%) OF THE ALLOCATED PURCHASE PRICE OF THE AFFECTED PROJECT (A
"NON-MATERIAL CASUALTY"), THEN SELLER SHALL PAY TO PURCHASER ALL INSURANCE
PROCEEDS PAID TO SELLER IN CONNECTION WITH SUCH NON-MATERIAL CASUALTY WHICH HAVE
NOT BEEN USED TO RESTORE THE REAL PROPERTY, AND SELLER SHALL ASSIGN TO PURCHASER
ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN ANY INSURANCE PROCEEDS TO BE PAID
TO SELLER IN CONNECTION WITH THE NON-MATERIAL CASUALTY.
IN SUCH EVENT, THE
PURCHASE PRICE SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE DEDUCTIBLE AMOUNT
UNDER SELLER'S INSURANCE POLICY.
18.
CONFIDENTIALITY.
EXCEPT AS OTHERWISE REQUIRED BY LAW, PRIOR TO
THE CLOSING, PURCHASER AGREES TO KEEP CONFIDENTIAL AND NOT TO DISCLOSE (EITHER
ORALLY OR IN WRITING) THE SALE AND PURCHASE CONTEMPLATED BY THIS AGREEMENT, THE
EVALUATION MATERIALS (OR THE CONTENTS THEREOF) AND ANY INFORMATION AND DOCUMENTS
REGARDING THE PROPERTY OBTAINED BY PURCHASER, WHETHER INDEPENDENTLY OR FROM
SELLER, ITS AGENTS, CONTRACTORS OR OTHER THIRD PARTY (COLLECTIVELY, WITH THE
EVALUATION MATERIALS, "CONFIDENTIAL INFORMATION") TO ANY PERSON OR ENTITY OTHER
THAN PURCHASER'S CONSULTANTS, PROFESSIONALS, LENDERS, ACCOUNTANTS, ATTORNEYS,
PARTNERS, OFFICERS AND EMPLOYEES INVOLVED IN EVALUATING, REVIEWING, NEGOTIATING
AND CLOSING THE SALE AND PURCHASE OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT
(COLLECTIVELY, THE "INVOLVED PARTIES").
PURCHASER AGREES TO CAUSE ALL INVOLVED
PARTIES TO KEEP CONFIDENTIAL AND NOT TO DISCLOSE THE CONFIDENTIAL INFORMATION.
ANY OF THE CONFIDENTIAL INFORMATION PROVIDED TO PURCHASER OR ANY OF THE INVOLVED
PARTIES, OR OBTAINED BY PURCHASER OR ANY INVOLVED PARTIES, WHETHER INDEPENDENTLY
OR FROM SELLER, SHALL BE FOR THEIR INTERNAL USE ONLY AND SHALL NOT BE PUBLISHED,
QUOTED, COPIED, DISTRIBUTED, DIVULGED, DISSEMINATED OR DISCUSSED, WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF SELLER.
20
PURCHASER FURTHER AGREES THAT THE CONFIDENTIAL INFORMATION WILL BE USED SOLELY
FOR THE PURPOSE OF EVALUATING A PURCHASE OF THE PROPERTY BY PURCHASER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, EACH OF
SELLER AND PURCHASER AND THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES AND AGENTS
MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX
TREATMENT AND TAX STRUCTURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
AND ALL MATERIALS OF ANY KIND (INCLUDING TAX OPINIONS OR OTHER TAX ANALYSES)
THAT ARE PROVIDED TO SUCH PARTIES RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE.
HOWEVER, ANY INFORMATION RELATING TO THE TAX TREATMENT OR TAX
STRUCTURE SHALL REMAIN SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF THIS
SECTION 18 (AND THE FOREGOING SENTENCE SHALL NOT APPLY) TO THE EXTENT REASONABLY
NECESSARY TO ENABLE ANY PERSON TO COMPLY WITH APPLICABLE SECURITIES LAWS.
FOR
PURPOSES OF THIS SECTION 18, "TAX TREATMENT" MEANS U.S. FEDERAL INCOME TAX
TREATMENT, AND "TAX STRUCTURE" IS LIMITED TO ANY FACTS RELEVANT TO THE U.S.
FEDERAL INCOME TAX TREATMENT OF THE PROPOSED TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
FURTHERMORE, NOTWITHSTANDING THE FOREGOING PROVISIONS OR ANYTHING
ELSE TO THE CONTRARY CONTAINED IN THIS AGREEMENT (A) PURCHASER MAY DISCLOSE