KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS
(INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS AND THE ADA) AND ANY AND
ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE
PROPERTIES, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN
INCLUDING, WITHOUT LIMITATION, TO THE EXTENT PROVIDED IN SECTION 5.5 HEREOF.
10.3
EFFECT AND SURVIVAL OF DISCLAIMERS.
SELLER AND PURCHASER ACKNOWLEDGE
THAT THE COMPENSATION TO BE PAID TO SELLER FOR THE SHARES HAS BEEN DECREASED TO
TAKE INTO ACCOUNT THAT THE SHARES ARE BEING SOLD SUBJECT TO THE PROVISIONS OF
THIS ARTICLE 10. SELLER AND PURCHASER AGREE THAT THE PROVISIONS OF THIS
ARTICLE 10 SHALL SURVIVE CLOSING.
11.
MISCELLANEOUS
11.1
CONFIDENTIALITY.
PURCHASER AND ITS REPRESENTATIVES SHALL HOLD IN
STRICTEST CONFIDENCE ALL DATA AND INFORMATION OBTAINED WITH RESPECT TO SELLER,
THE TRUST, ILLINOIS MANAGER, PROPERTY MANAGER OR RIVERSIDE LLC (COLLECTIVELY,
THE "SELLER PARTIES") OR ITS BUSINESS, WHETHER OBTAINED BEFORE OR AFTER THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SHALL NOT DISCLOSE THE SAME TO
OTHERS; PROVIDED, HOWEVER, THAT IT IS UNDERSTOOD AND AGREED THAT PURCHASER MAY
DISCLOSE SUCH DATA AND INFORMATION TO THE EMPLOYEES, CONSULTANTS, ACCOUNTANTS
AND ATTORNEYS OF PURCHASER PROVIDED THAT SUCH PERSONS ARE INFORMED OF THE
CONFIDENTIALITY PROVISIONS AND ARE DIRECTED
TO TREAT SUCH DATA AND INFORMATION
CONFIDENTIALLY. IN ADDITION, TO THE EXTENT THAT PURCHASER DETERMINES THAT
PURCHASER IS REQUIRED TO NOTIFY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY,
OR ANY OTHER PARTY, WITH RESPECT TO THE CONDITIONS AT THE PROPERTY OR AS
OTHERWISE DISCOVERED BY PURCHASER, PURCHASER SHALL NOTIFY SELLER IMMEDIATELY,
AND SELLER SHALL MAKE SUCH DISCLOSURES AS SELLER DEEMS APPROPRIATE. IF SELLER
DETERMINES THAT SELLER WILL NOT MAKE A DISCLOSURE AND PURCHASERS FEEL THAT SUCH
DISCLOSURE IS STILL REQUIRED BY LAW AND NOTIFY SELLER TO THAT EFFECT, THEN
SELLER SHALL HIRE AN INDEPENDENT CONSULTANT REASONABLY ACCEPTABLE TO SELLER AND
PURCHASER TO DETERMINE WHETHER OR NOT SUCH DISCLOSURE IS REQUIRED AND SUCH
DETERMINATION WILL BE BINDING UPON BOTH SELLER AND PURCHASER. IN THE EVENT THIS
AGREEMENT IS TERMINATED OR PURCHASER FAILS TO PERFORM HEREUNDER, PURCHASER SHALL
PROMPTLY RETURN TO SELLER ANY STATEMENTS, DOCUMENTS, SCHEDULES, EXHIBITS OR
OTHER WRITTEN
49
INFORMATION OBTAINED FROM THE SELLER PARTIES IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTION CONTEMPLATED HEREIN. IT IS UNDERSTOOD AND AGREED THAT, WITH
RESPECT TO ANY PROVISION OF THIS AGREEMENT WHICH REFERS TO THE TERMINATION OF
THIS AGREEMENT AND THE RETURN OF THE DEPOSIT TO PURCHASER, SUCH DEPOSIT SHALL
NOT BE RETURNED TO PURCHASER UNLESS AND UNTIL PURCHASER HAS FULFILLED ITS
OBLIGATION TO RETURN TO SELLER ANY MATERIALS DELIVERED TO PURCHASER BY SELLER.
IN THE EVENT OF A BREACH OR THREATENED BREACH BY PURCHASER OR ITS AGENTS OR
REPRESENTATIVES OF THIS SECTION 11.1, THE SELLER PARTIES SHALL BE ENTITLED TO
SEEK AN INJUNCTION RESTRAINING PURCHASER OR ITS AGENTS