OR THE REQUIREMENTS OF A SECURITIES SELF REGULATORY
ORGANIZATION, ISSUE A PRESS RELEASE OR OTHER PUBLIC DISCLOSURE ACKNOWLEDGING
THAT ACQUIRER IS UNDER CONTRACT TO PURCHASE THE PROPERTY, THE ANTICIPATED
CLOSING DATE, AND CONTAINING SUCH OTHER INFORMATION WHICH ACQUIRER REASONABLY
BELIEVES TO BE REQUIRED TO BE DISCLOSED.
18.3.
EACH PARTY SHALL INDEMNIFY AND HOLD THE OTHER
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES,
DAMAGES, LIABILITIES (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND DISBURSEMENTS),
WHETHER FORESEEN OR UNFORESEEN, SUFFERED OR INCURRED BY SUCH OTHER PARTY AND
ARISING OUT OF OR IN CONNECTION WITH A BREACH BY THE OTHER PARTY OF THE
PROVISIONS OF THIS SECTION 18.
18.4.
IN THE EVENT THIS AGREEMENT IS TERMINATED, ACQUIRER
SHALL PROMPTLY DELIVER TO TRANSFERORS ALL ORIGINALS AND COPIES OF THE PROPERTY
INFORMATION IN THE POSSESSION OF ACQUIRER AND ACQUIRER'S REPRESENTATIVES (EXCEPT
FOR WORK PRODUCT IF PREPARED BY ACQUIRER OR ITS REPRESENTATIVES).
18.5.
AS USED IN THIS AGREEMENT, THE TERM "PROPERTY
INFORMATION" SHALL MEAN (I) ALL INFORMATION AND DOCUMENTS IN ANY WAY RELATING TO
THE PROPERTY, THE OPERATION THEREOF OR THE SALE THEREOF (INCLUDING, WITHOUT
LIMITATION, LEASES AND CONTRACTS) MADE AVAILABLE TO ACQUIRER OR ITS DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, BROKERS, AGENTS OR OTHER
REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS, ACCOUNTANTS,
CONTRACTORS, CONSULTANTS, ENGINEERS AND FINANCIAL ADVISORS (COLLECTIVELY,
"ACQUIRER'S REPRESENTATIVES"), BY PARTNERSHIP, TRANSFERORS OR ANY OF
TRANSFERORS' AFFILIATES, OR THEIR REPRESENTATIVES, INCLUDING, WITHOUT
LIMITATION, THEIR AGENTS, CONTRACTORS, ENGINEERS, ATTORNEYS, ACCOUNTANTS,
CONSULTANTS, BROKERS OR ADVISORS, AND (II) ALL ANALYSES, COMPILATIONS, DATA,
STUDIES, REPORTS OR OTHER INFORMATION OR DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, LEASES AND CONTRACTS) PREPARED OR OBTAINED BY ACQUIRER OR ACQUIRER'S
REPRESENTATIVES CONTAINING OR BASED, IN WHOLE OR IN PART, ON MY SUCH FURNISHED
INFORMATION OR THE INVESTIGATIONS, OR OTHERWISE REFLECTING THEIR REVIEW OR
INVESTIGATION OF THE PROPERTY.
18.6.
IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO
TRANSFERORS AND ACQUIRER, TRANSFERORS AND ACQUIRER SHALL HAVE THE RIGHT TO SEEK
EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, INJUNCTIVE RELIEF OR SPECIFIC
PERFORMANCE AGAINST ACQUIRER OR ACQUIRER'S REPRESENTATIVES OR PARTNERSHIP OR
TRANSFERORS OR TRANSFERORS' AFFILIATES, AS APPLICABLE, IN ORDER TO ENFORCE THE
PROVISIONS OF THIS SECTION 18.
THE PROVISIONS OF THIS SECTION 18 ARE IN
ADDITION TO, NOT IN LIMITATION OF, ANY OTHER CONFIDENTIALITY AGREEMENT
PARTNERSHIP, TRANSFERORS AND ACQUIRER OR THEIR AFFILIATES MAY HAVE ENTERED INTO
OR MAY IN THE FUTURE ENTER INTO.
18.7.
THE PROVISIONS OF THIS SECTION 18 SHALL SURVIVE THE
CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.
44
SECTION 19.
REMEDIES.
19.1.
IF THE CLOSING FAILS TO OCCUR BY REASON OF
TRANSFERORS' INABILITY (SUBJECT TO SECTION 7.3) TO PERFORM ITS OBLIGATIONS
HEREUNDER OR TRANSFERORS' FAILURE TO PERFORM A CONDITION PRECEDENT WHICH IN
EITHER CASE DOES NOT OTHERWISE CONSTITUTE A DEFAULT IN THE PERFORMANCE OF THEIR
OBLIGATIONS HEREUNDER, THEN ACQUIRER, AS ITS SOLE REMEDY FOR SUCH INABILITY, MAY
TERMINATE THIS AGREEMENT BY NOTICE TO TRANSFERORS. IF ACQUIRER SO ELECTS TO
TERMINATE THIS AGREEMENT, THEN THIS AGREEMENT SHALL BE TERMINATED AND NEITHER
PARTY SHALL HAVE ANY FURTHER RIGHTS,