Common use of Document Review and Approval Clause in Contracts

Document Review and Approval. (a) Contributor has delivered, or made available to BKP at the Property, at Contributor’s offices in Paramus, New Jersey, or in electronic format the information and documentation concerning the Property set forth on Exhibit 5.2(a) (collectively, the “Documents”). (b) BKP acknowledges that Contributor has notified BKP that the Documents are proprietary and confidential in nature and have been provided to BKP solely to assist BKP in determining the desirability of acquiring the Property. Subject only to the provisions of Article XII, BKP agrees not to disclose the contents of the Documents or any of the provisions, terms or conditions contained therein to any party outside of BKP’s organization other than current or prospective lenders, partners or investors, and BKP’s and such other Persons’ respective attorneys, accountants, engineers, consultants (including the Licensee Parties), and the Title Company (collectively, the “Permitted Outside Parties”). BKP shall use commercially reasonable efforts to inform each of the Permitted Outside Parties that receives any of such information of the restrictions set forth in this Section 5.2(b), and to instruct each such Permitted Outside Party to comply with such restrictions. BKP agrees not to divulge the contents of the Documents except in strict accordance with the terms set forth in this Section 5.2 and Article XII. In permitting BKP and the Permitted Outside Parties to review the Documents to assist BKP in determining the desirability of acquiring the Property, Contributor has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Contributor, and any such claims are expressly rejected by Contributor and waived by BKP and the Permitted Outside Parties, for whom, by its execution of this Agreement, BKP is acting as an agent solely with regard to such waiver. (c) BKP acknowledges that some of the Documents may have been prepared by third parties, and may have been prepared prior to Contributor’s ownership of the Property. BKP hereby acknowledges that Contributor has not made and does not make any representation or warranty regarding the truth, accuracy or completeness of the Documents or the sources thereof, except as otherwise specifically set forth in this Agreement. Contributor has not undertaken any independent investigation as to the truth, accuracy or completeness of the documents, including without limitations any reports or other investigations commissioned by Contributor or any of Contributor’s Affiliates and, except as otherwise specifically set forth in this Agreement, is providing the Documents solely as an accommodation to BKP.

Document Review and Approval. (a) Contributor Seller has delivered, or made available to BKP Purchaser at the Property, at ContributorSeller’s offices in Paramus, New Jersey, or in electronic format format, the information and documentation concerning the Property set forth on Exhibit 5.2(a) (collectively, the “Documents”). (b) BKP Purchaser acknowledges that Contributor Seller has notified BKP Purchaser that the Documents are proprietary and confidential in nature and have been provided to BKP Purchaser solely to assist BKP Purchaser in determining the desirability of acquiring the Property. Subject only to the provisions of Article XII, BKP Purchaser agrees not to disclose the contents of the Documents or any of the provisions, terms or conditions contained therein to any party outside of BKPPurchaser’s organization other than current or prospective lenders, partners or investors, and BKPPurchaser’s and such other Persons’ respective attorneys, accountants, engineers, consultants (including the Licensee Parties), and the Title Company (collectively, the “Permitted Outside Parties”). BKP Purchaser shall use commercially reasonable efforts to inform each of the Permitted Outside Parties that receives any of such information of the restrictions set forth in this Section 5.2(b), and to instruct each such Permitted Outside Party to comply with such restrictions. BKP Purchaser agrees not to divulge the contents of the Documents except in strict accordance with the terms set forth in this Section 5.2 and Article XII. In permitting BKP Purchaser and the Permitted Outside Parties to review the Documents to assist BKP Purchaser in determining the desirability of acquiring the Property, Contributor Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by ContributorSeller, and any such claims are expressly rejected by Contributor Seller and waived by BKP Purchaser and the Permitted Outside Parties, for whom, by its execution of this Agreement, BKP Purchaser is acting as an agent solely with regard to such waiver. (c) BKP Purchaser acknowledges that some of the Documents may have been prepared by third parties, and may have been prepared prior to ContributorSeller’s ownership of the Property. BKP Purchaser hereby acknowledges that Contributor Seller has not made and does not make any representation or warranty regarding the truth, accuracy or completeness of the Documents or the sources thereof, except as otherwise specifically set forth in this Agreement. Contributor Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the documents, including without limitations any reports or other investigations commissioned by Contributor Seller or any of ContributorSeller’s Affiliates and, except as otherwise specifically set forth in this Agreement, is providing the Documents solely as an accommodation to BKPPurchaser.