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. NOTWITHSTANDING
THE FOREGOING PROVISIONS OR ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS
AGREEMENT: (I) THE FOREGOING COVENANT OF CONFIDENTIALITY SHALL NOT BE APPLICABLE
TO ANY INFORMATION PUBLISHED BY SELLER AS PUBLIC KNOWLEDGE OR OTHERWISE
AVAILABLE IN THE PUBLIC DOMAIN; (II) PURCHASER SHALL BE PERMITTED TO DISCLOSE
SUCH INFORMATION AS MAY BE RECOMMENDED BY PURCHASER'S LEGAL COUNSEL IN ORDER TO
COMPLY WITH ALL FINANCIAL REPORTING, SECURITIES LAWS, COURT ORDER, SUBPOENA AND
OTHER LEGAL REQUIREMENTS APPLICABLE TO PURCHASER, INCLUDING ANY REQUIRED
DISCLOSURES TO THE SECURITIES AND EXCHANGE COMMISSION; AND (III) ANY DUTY OF
CONFIDENTIALITY SET FORTH IN THIS AGREEMENT SHALL TERMINATE UPON CLOSING. THE
PROVISIONS OF THIS SECTION 11.1 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
PRIOR TO THE CLOSING.
11.2
PUBLIC DISCLOSURE.
ANY PRESS 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 A FORM APPROVED BY PURCHASER AND SELLER AND THEIR
RESPECTIVE COUNSEL (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD), PROVIDED,
HOWEVER, EITHER PARTY SHALL HAVE THE RIGHT AFTER CLOSING TO ISSUE A PRESS
RELEASE ANNOUNCING THE SALE OF THE SHARES AND THE RESULTING OWNERSHIP AND
CONTROL OF THE PROPERTY WITHOUT PRIOR WRITTEN APPROVAL OF THE OTHER SO LONG AS
THE PRESS RELEASE DOES NOT EXPRESSLY DISCLOSE THE ECONOMIC TERMS HEREOF.
NOTWITHSTANDING THE FOREGOING, PURCHASER, PURCHASE AND SELLER AND THEIR
RESPECTIVE AGENTS MAY MAKE SUCH DISCLOSURES AS ARE REQUIRED BY LAW OR IN
CONNECTION WITH NON-PUBLIC MARKETING EFFORTS OR INTERNAL REPORTING REQUIREMENTS,
INCLUDING, WITHOUT LIMITATION, REPORTS BY EITHER PARTY TO THEIR RESPECTIVE
INVESTORS. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE CLOSING.
11.3
DISCHARGE OF OBLIGATIONS.
THE PURCHASE OF THE SHARES BY PURCHASER SHALL
BE DEEMED TO BE A FULL PERFORMANCE AND DISCHARGE OF EVERY REPRESENTATION AND
WARRANTY MADE BY SELLER HEREIN AND EVERY AGREEMENT AND OBLIGATION ON THE PART OF
SELLER TO BE PERFORMED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, EXCEPT
THOSE WHICH ARE HEREIN SPECIFICALLY STATED TO SURVIVE CLOSING.
11.4
ASSIGNMENT.
PURCHASER MAY NOT ASSIGN ITS RIGHTS UNDER THIS AGREEMENT
WITHOUT FIRST OBTAINING SELLER'S WRITTEN APPROVAL, WHICH APPROVAL MAY BE GIVEN
OR WITHHELD IN SELLER'S SOLE DISCRETION. ANY TRANSFER, DIRECTLY OR INDIRECTLY,
OF ANY STOCK, PARTNERSHIP INTEREST OR OTHER OWNERSHIP INTEREST IN PURCHASER
WITHOUT SELLER'S WRITTEN APPROVAL, WHICH APPROVAL MAY BE GIVEN OR WITHHELD IN
SELLER'S SOLE DISCRETION, SHALL CONSTITUTE A DEFAULT BY PURCHASER UNDER THIS
AGREEMENT. NOTWITHSTANDING THE FOREGOING, PURCHASER SHALL HAVE THE RIGHT TO
ASSIGN ITS RIGHTS UNDER THIS AGREEMENT, WITHOUT FIRST
50
OBTAINING SELLER'S WRITTEN APPROVAL, TO ANY WHOLLY-OWNED SUBSIDIARY OF
PURCHASER. IN THE EVENT SELLER'S WRITTEN APPROVAL IS GIVEN TO AN ASSIGNMENT OF
THIS AGREEMENT, OR IF PURCHASER ASSIGNS THIS AGREEMENT AS OTHERWISE PERMITTED,
PURCHASER SHALL NEVERTHELESS REMAIN LIABLE FOR THE PERFORMANCE OF ALL COVENANTS
AND CONDITIONS