This will serve to confirm our agreement concerning material, data and information (the “Offering Memorandum”) which you will make available for us to study in connection with a possible purchase by us of the Property.
You are prepared to furnish us with the Offering Memorandum in connection with discussions and negotiations concerning a possible transaction involving the Property only on the conditions that we treat such Offering Memorandum confidentially and confirm certain representations to you. Therefore, as a prerequisite to your furnishing to us the Offering Memorandum, we hereby represent and agree as follows:
The Offering Memorandum furnished to us will be used by us solely for evaluating a possible transaction exclusively for our own account, as principal or principal advisor in the transaction and not as a broker or agent for any other person. Therefore, we agree to keep the Offering Memorandum strictly confidential; provided, however, that any such Offering Memorandum may be disclosed to our directors, officers or employees, as well as our counsel, accounting firms and financial institutions who need to know such information for the purpose of assisting us with our possible purchase of the Property. Such directors, officers, lawyers, financial institutions and accountants (“Permitted Parties”) shall be informed by us of the confidential nature of such information and shall be directed by us to treat such information with strict confidence.
We agree not to copy or duplicate the Offering Memorandum and to return the Offering Memorandum to you promptly if we decide to discontinue discussions, or if requested by you. We agree that the owner of the Property (“Seller”) and GVA KIDDER MATHEWS will have no adequate remedy at law if we violate any terms of this Agreement. In such event, the Seller or GVA KIDDER MATHEWS will have the right, in addition to any other right the Seller or GVA KIDDER MATHEWS may have, to seek injunctive relief to restrain any breach or threatened breach by us or specific enforcement of such terms.
In addition, we agree that we will not disclose and we will direct our representatives who are given access to the Offering Memorandum in accordance with the terms hereof, not to disclose to any person the fact that the Offering Memorandum has been made available to us, that discussions or negotiations among us, the Seller and GVA KIDDER MATHEWS are now taking place or will take place, or any of the terms, conditions or other facts with respect to the possible acquisition of the Property.
We agree that neither we nor the Permitted Parties will contact the owner in connection with our reviewing the due diligence materials. Any and all questions related to our evaluations must be directed to GVA KIDDER MATHEWS.
Although we have endeavored to include in the Offering Memorandum information which we believe to be relevant for the purpose of helping us in our evaluation of the Property for possible purchase, we understand and acknowledge that neither the Seller of the Property nor GVA KIDDER MATHEWS, et al, make any representation or warranty to us as to the accuracy or completeness of the Offering Memorandum. We agree that the owner of the property and GVA KIDDER MATHEWS shall not have any liability to us as a result of our use of the Offering Memorandum and it is understood that we are expected to perform and are responsible for such due diligence investigations and inspections of the Property, including investigation of any physical or environmental conditions, as we deem necessary or desirable and as permitted by agreement with the Seller of the Property.
We also represent that no broker or agent represents us or will represent us in any possible transaction involving the Property.
GVA KIDDER MATHEWS discloses that they represent the owner in this transaction and shall be compensated by the owner. We acknowledge and agree to the representation and compensation disclosed.
