ENFORCING THIS INDEMNITY.
THIS ARTICLE
XVIII SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT UNTIL THE
SURVIVAL DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE XIX.
ASSIGNMENT.
SECTION 19.1.
ASSIGNMENT.
BUYER SHALL NOT DIRECTLY OR INDIRECTLY
ASSIGN OR TRANSFER THIS AGREEMENT OR ANY OF ITS RIGHTS HEREUNDER WITHOUT
SELLERS' PRIOR WRITTEN CONSENT IN EACH INSTANCE, WHICH CONSENT MAY BE GRANTED OR
WITHHELD IN SELLERS' SOLE AND ABSOLUTE DISCRETION; PROVIDED, HOWEVER, SELLER
HEREBY CONSENTS TO BUYER ASSIGNING THIS AGREEMENT TO ONE OR MORE ENTITIES AT
CLOSING (A) THAT ARE EITHER CONTROLLING OR CONTROLLED BY BUYER OR (B) IN WHICH
BUYER, OR ANY AFFILIATE OF BUYER, IS AN INVESTOR, MEMBER OR PARTNER.
NO CONSENT
GIVEN BY SELLERS TO ANY ASSIGNMENT SHALL BE CONSTRUED AS A CONSENT TO ANY OTHER
ASSIGNMENT, AND ANY UNPERMITTED ASSIGNMENT MADE BY BUYER SHALL BE VOID.
IN THE
EVENT THE RIGHTS AND OBLIGATIONS OF BUYER SHALL BE ASSIGNED AS AFORESAID, THE
ASSIGNEE WILL BE SUBSTITUTED IN PLACE OF BUYER IN THE DOCUMENTS EXECUTED OR
DELIVERED PURSUANT TO THIS AGREEMENT AND SHALL ASSUME IN WRITING ALL OF BUYER'S
DUTIES AND OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT SUCH ASSIGNMENT AND
ASSUMPTION SHALL NOT RELIEVE BUYER OF ITS OBLIGATIONS HEREUNDER, AND THAT BUYER
AND SUCH ASSIGNEE SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ALL OBLIGATIONS
OF THE BUYER HEREUNDER.
ARTICLE XX.
FURTHER ASSURANCES.
SECTION 20.1.
FURTHER ASSURANCES.
THE PARTIES AGREE TO DO SUCH OTHER
AND FURTHER ACTS AND THINGS, AND TO EXECUTE AND DELIVER SUCH INSTRUMENTS AND
DOCUMENTS, AS EITHER MAY REASONABLY REQUEST FROM TIME TO TIME, ON OR AFTER THE
CLOSING DATE, AT THE COST OF THE REQUESTING PARTY IN FURTHERANCE OF THE PURPOSES
OF THIS AGREEMENT AND CONSISTENT WITH THE TERMS HEREOF.
THE PROVISIONS OF THIS
ARTICLE XX SHALL SURVIVE THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN
SECTION 24.9(A) HEREOF.
ARTICLE XXI.
CONFIDENTIALITY.
SECTION 21.1.
CONFIDENTIALITY.
BUYER ACKNOWLEDGES AND AGREES THAT
TERMS OF THIS ARTICLE XXI SHALL SUPERSEDE IN ITS ENTIRETY THE CONFIDENTIALITY
AGREEMENT EXECUTED BY BUYER IN FAVOR OF SELLERS PRIOR TO THE EFFECTIVE DATE (THE
"CONFIDENTIALITY AGREEMENT").
WITHOUT IN ANY WAY LIMITING THE FOREGOING, BUYER
AGREES THAT EACH OF THE FOLLOWING SHALL BE KEPT STRICTLY CONFIDENTIAL IN
ACCORDANCE WITH THE TERMS HEREOF:
(I) THE EXISTENCE OF AND SUBJECT MATTER OF
THIS AGREEMENT AND ALL OF THE TERMS HEREOF (INCLUDING THE PURCHASE PRICE); AND
(II) ANY AND ALL MATERIALS AND INFORMATION PROVIDED BY SELLERS OR MADE AVAILABLE
TO BUYER, INCLUDING, WITHOUT LIMITATION, THE DUE DILIGENCE MATERIALS; AND (III)
54
THE REASON FOR ANY TERMINATION OF THIS AGREEMENT (IF APPLICABLE).
WITHOUT IN
ANY WAY LIMITING THE FOREGOING, PRIOR TO CLOSING, BUYER EXPRESSLY AGREES NOT TO
HAVE ANY DISCUSSIONS REGARDING, OR SHARE ANY INFORMATION RELATING TO, THIS
AGREEMENT OR THE TERMS HEREOF, WITH ANY TENANT EXCEPT AS OTHERWISE SPECIFICALLY
PERMITTED UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE
CONFIDENTIALITY PROVISIONS OF THIS SECTION 21.1 SHALL NOT APPLY TO DISCLOSURES
TO GOVERNMENTAL AGENCIES HAVING JURISDICTION OVER EITHER BUYER OR SELLER, OR
OTHER COMMUNICATIONS WITH THEIR DIRECT AND INDIRECT INVESTORS,