THE REAL PROPERTY, AND
SELLER SHALL ASSIGN TO PURCHASER ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN
ANY INSURANCE PROCEEDS TO BE PAID TO SELLER IN CONNECTION WITH THE NON-MATERIAL
CASUALTY.
IN SUCH EVENT, THE PURCHASE PRICE SHALL BE REDUCED BY AN AMOUNT EQUAL
TO THE DEDUCTIBLE AMOUNT UNDER SELLER'S INSURANCE POLICY.
18.
CONFIDENTIALITY.
EXCEPT AS OTHERWISE REQUIRED BY LAW, PRIOR TO
THE CLOSING, PURCHASER AGREES TO KEEP CONFIDENTIAL AND NOT TO DISCLOSE (EITHER
ORALLY OR IN WRITING) THE SALE AND PURCHASE CONTEMPLATED BY THIS AGREEMENT, THE
EVALUATION MATERIALS (OR THE CONTENTS THEREOF) AND ANY INFORMATION AND DOCUMENTS
REGARDING THE PROPERTY OBTAINED BY PURCHASER, WHETHER INDEPENDENTLY OR FROM
SELLER, ITS AGENTS, CONTRACTORS OR OTHER THIRD PARTY (COLLECTIVELY, WITH THE
EVALUATION MATERIALS, "CONFIDENTIAL INFORMATION") TO ANY PERSON OR ENTITY OTHER
THAN PURCHASER'S CONSULTANTS, PROFESSIONALS, LENDERS, ACCOUNTANTS, ATTORNEYS,
PARTNERS, OFFICERS AND EMPLOYEES INVOLVED IN EVALUATING, REVIEWING, NEGOTIATING
AND CLOSING THE SALE AND PURCHASE OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT
(COLLECTIVELY, THE "INVOLVED PARTIES").
PURCHASER AGREES TO CAUSE ALL INVOLVED
PARTIES TO KEEP CONFIDENTIAL AND NOT TO DISCLOSE THE CONFIDENTIAL INFORMATION.
ANY OF THE CONFIDENTIAL INFORMATION PROVIDED TO PURCHASER OR ANY OF THE INVOLVED
PARTIES, OR OBTAINED BY PURCHASER OR ANY INVOLVED PARTIES, WHETHER INDEPENDENTLY
OR FROM SELLER, SHALL BE FOR THEIR INTERNAL USE ONLY AND SHALL NOT BE PUBLISHED,
QUOTED, COPIED, DISTRIBUTED, DIVULGED, DISSEMINATED OR DISCUSSED, WITHOUT THE
EXPRESS PRIOR WRITTEN CONSENT OF SELLER.
PURCHASER FURTHER AGREES THAT THE
CONFIDENTIAL INFORMATION WILL BE USED SOLELY FOR THE PURPOSE OF EVALUATING A
PURCHASE OF THE PROPERTY BY PURCHASER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS SECTION 18, EACH OF SELLER AND PURCHASER AND THEIR RESPECTIVE
EMPLOYEES, REPRESENTATIVES AND AGENTS MAY DISCLOSE TO ANY AND ALL PERSONS,
WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND ALL MATERIALS OF ANY KIND
(INCLUDING TAX OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH PARTIES
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.
HOWEVER, ANY INFORMATION
RELATING TO THE TAX TREATMENT OR TAX STRUCTURE SHALL REMAIN SUBJECT TO THE
CONFIDENTIALITY PROVISIONS OF THIS SECTION 18 (AND THE FOREGOING SENTENCE SHALL
NOT APPLY) TO THE EXTENT REASONABLY NECESSARY TO ENABLE ANY PERSON TO COMPLY
WITH APPLICABLE SECURITIES LAWS.
FOR PURPOSES OF THIS SECTION 18, "TAX
TREATMENT" MEANS U.S. FEDERAL INCOME TAX TREATMENT, AND "TAX STRUCTURE" IS
LIMITED TO ANY FACTS RELEVANT TO THE U.S. FEDERAL INCOME TAX TREATMENT OF THE
PROPOSED TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
FURTHERMORE,
NOTWITHSTANDING THE FOREGOING PROVISIONS OR ANYTHING ELSE TO THE CONTRARY
CONTAINED IN THIS AGREEMENT (A) BUYER MAY DISCLOSE CONFIDENTIAL INFORMATION TO
ITS CONSULTANTS, ATTORNEYS, ACCOUNTANTS, PROSPECTIVE INVESTORS AND LENDERS, AND
OTHERS WHO NEED TO KNOW THE INFORMATION FOR THE PURPOSE OF ASSISTING BUYER IN
CONNECTION WITH THE TRANSACTION THAT IS THE SUBJECT OF THIS AGREEMENT; (B) THE
FOREGOING COVENANTS OF CONFIDENTIALITY SHALL NOT BE APPLICABLE TO ANY
INFORMATION PUBLISHED BY SELLER AS PUBLIC KNOWLEDGE OR OTHERWISE AVAILABLE IN
THE PUBLIC DOMAIN; (C) BUYER SHALL BE PERMITTED TO