9.4
CONFIDENTIALITY. THE INFORMATION SUPPLIED TO OR MADE AVAILABLE TO
PURCHASER BY SELLER PURSUANT TO THIS AGREEMENT SHALL NOT BE RELEASED OR
DISCLOSED TO ANY OTHER PARTIES UNLESS AND UNTIL THIS TRANSACTION HAS CLOSED
WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER.
SELLER SHALL NOT WITHHOLD ITS
CONSENT TO DISCLOSURE OF SUCH INFORMATION TO PURCHASER'S ATTORNEY OR TO ANY
PROSPECTIVE LENDER.
IN THE EVENT THAT THIS TRANSACTION IS NOT CLOSED FOR ANY
REASON, THEN (A) PURCHASER SHALL REFRAIN, AND SHALL CAUSE ITS AGENTS,
REPRESENTATIVES AND ACCOUNTANTS TO REFRAIN, FROM DISCLOSING ALL SUCH INFORMATION
TO ANY OTHER PARTY, (B) PURCHASER SHALL PROMPTLY RETURN TO SELLER ANY
STATEMENTS, DOCUMENTS, SCHEDULES, EXHIBITS OR OTHER WRITTEN INFORMATION OBTAINED
FROM SELLER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED
HEREIN, AND (C) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN
THIS AGREEMENT, THE COVENANT SET FORTH IN THE FOREGOING CLAUSES (A) AND (B)
SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
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 EARNEST MONEY TO PURCHASER,
SUCH EARNEST MONEY SHALL NOT BE RETURNED TO PURCHASER UNLESS AND UNTIL PURCHASER
HAS FULFILLED ITS OBLIGATION TO RETURN TO SELLER THE MATERIALS DESCRIBED IN
CLAUSE (B) OF THE PRECEDING SENTENCE.
IN THE EVENT OF A BREACH OR THREATENED
BREACH BY PURCHASER OR ITS AGENTS OR REPRESENTATIVES OF THIS SECTION 9.4, SELLER
SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING PURCHASER OR ITS AGENTS OR
REPRESENTATIVES FROM DISCLOSING, IN WHOLE OR IN PART, SUCH CONFIDENTIAL
INFORMATION.
NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING SELLER FROM
PURSUING ANY OTHER AVAILABLE REMEDY AT LAW OR IN EQUITY FOR SUCH BREACH OR
THREATENED BREACH.
9.5
NOTICE.
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND SHALL BE SERVED ON THE PARTIES AT THE FOLLOWING ADDRESS:
If to Seller:
Behringer Harvard Northpoint I LP
Attention: Sam A. Gillespie
15601 North Dallas Parkway
Suite 600
Addison, Texas 75001
With copies to:
Powell & Coleman, L.L.P.
Attention: Patrick M. Arnold, Esq.
8080 North Central Expressway, Suite 1380
Dallas, Texas 75206
If to Purchaser:
Medical Edge Healthcare Group, Inc.
Attn: Carl D. Soderstrom
9229 LBJ Freeway, Suite 250
Dallas, Texas 75243
17
With a copy to:
Goins, Underkofler, Crawford & Langdon, L.L.P.
Attn: John O. Langdon
1201 Elm Street, Suite 4800
Dallas, Texas 75270
Any such notices shall be either (a) sent by certified mail, return receipt
requested, in which case notice shall be deemed delivered upon deposit, postage
prepaid in the U.S. mail, or (b) sent by a nationally recognized overnight
courier, in which case it shall be deemed delivered one business day after
deposit with such courier, or (c) delivered by hand delivery, in which case it
shall be deemed delivered upon receipt.
The above addresses may be changed by
written notice to the other party; provided, however, that no notice of a change
of address shall be effective until actual receipt of such notice.
Copies of