The undersigned, on behalf of him/herself along with each of his/her respective principals, agents, employees, affiliates, successors or assigns (collectively, “Bidder”), hereby agrees to the following, in order to access certain information from PRUSA LLC d/b/a Paramount Realty USA, and/or its principals, agents, employees, affiliates, successors or assigns (collectively or individually, as applicable, “PRUSA”) and participate in the bidding and/or purchase of any property (“Property”) in connection herewith:
1. Bidder hereby acknowledges its interest in potentially purchasing Property and wishes to access certain information, some of which is proprietary and/or confidential, pertaining to the Property (all such information is collectively referred to as the “Due Diligence Information”).
2. Bidder agrees that the Due Diligence Information, as well as all other information provided in connection herewith, is provided for informational purposes only. Some information was furnished by outside sources. PRUSA makes no representations or warranties of any kind about the completeness, accuracy, reliability, suitability, availability or of any other nature regarding any information, including, but not limited to, figures, facts, descriptions, measurements, data, products, services, related graphics, and any representations contained or purported to be contained therein. PRUSA hereby expressly advises Bidder not to rely on such information, and to independently conduct any and all studies, investigations, reports, searches and other inquiries before bidding on or proceeding with the purchase of Property. Bidder acknowledges that there may be one or more listing agents, including or excluding PRUSA, for a given property. No warranty or representation, express or implied, is made by PRUSA, or seller(s), any listing agent(s), or any of their respective principals, agents, employees, affiliates, successors or assigns (collectively, “Seller Group”), as to any matter, including the accuracy or completeness of any information.
3. Bidder agrees to keep the Due Diligence Information and all other information provided by Seller Group confidential and agrees not to disseminate same to any third-parties (except to partners, lenders, advisors and others in connection with the purchase of the Property) without the prior written consent of PRUSA. In no event will PRUSA be liable for any loss or damage, including, without limitation, indirect or consequential loss or damage, for any matter in connection herewith or in connection with any information contained in, or accessible through, the Due Diligence Information, including but not limited to the incorrectness, incompleteness, or inaccessibility thereof, or of any information in any virtual data room or provided through any other medium, channel or method of distribution, or for any matter in connection with any online or other bidding platform or website that PRUSA or any other may make available, or otherwise. Notwithstanding anything to the contrary, by its signature below and/or by accessing any Due Diligence Information, Bidder agrees to the terms hereof and to the terms of sale, as set forth in the Due Diligence Information or elsewhere by PRUSA, including Bidder’s obligation to pay to PRUSA, or its assignee, by closing, the relevant Buyer’s Premium as set forth by PRUSA in the Due Diligence Information and/or elsewhere, and to forever and unconditionally release PRUSA from any cause or claim, whether in connection herewith, the Property, or otherwise.
4. Bidder understands that any unauthorized disclosure, distribution or use of Due Diligence Information may result in personal liability and penalties under the law.
5. No verbal statements may be relied upon.
6. Bidder hereby expressly, unequivocally and unconditionally releases PRUSA and Seller Group from any liability whatsoever in connection with any matter relating to the Property or the purchase thereof.
7. Bidder agrees not to circumvent, or seek to circumvent, PRUSA in any manner regarding any interest in Property or in any other property or opportunity presented by PRUSA for a period of 1 (one) year from the date hereof.
8. This Agreement shall be governed by the laws of the State of New York. Any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in New York County before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
