Property: Shops at Arcadia Ridge
Address: 13762 Potranco Road, San Antonio, TX 78245
The undersigned accepting party (the “Prospective Buyer”) is interested in receiving information regarding the above referenced investment property (the “Property”). Prospective Buyer agrees, as set forth below, to treat as confidential any information that Prospective Buyer or its Representatives (hereinafter defined) are furnished in connection with the Property (the “Confidential Material”).
Prospective Buyer agrees that the Confidential Material will be used only for purposes of considering the Property as an investment and will not be used or duplicated for any other purpose. Prospective Buyer agrees to keep the Confidential Material confidential, provided however, that the Confidential Material may be disclosed to its officers, directors, trustees, general partners, employees, counsel, and lenders (“Representatives”) who need to have access to the Confidential Material for the purpose of evaluating the Property, all of whom will be directed to treat the Confidential Material as confidential in strict accordance with this letter. Prospective Buyer represents that its principal(s) is reviewing the Confidential Material for its own account and that Prospective Buyer is not acting as a broker or agent for any other party.
Furthermore, Prospective Buyer agrees: (i) not to disclose the fact that discussions are taking place concerning the Property, or any of the terms thereof, and (ii) not to contact any current or proposed tenant, or any current lender/capital provider, without the prior written consent of the Owner.
In the event that Prospective Buyer or its Representatives are requested or required with respect to any judicial, governmental or administrative proceeding, by oral questions, interrogatories, requests for information or documents, subpoena, or similar process, to disclose any Confidential Material, Prospective Buyer agrees that it will cooperate and provide prompt notice of such request, so that Seller may seek an appropriate protective order or waive its compliance with the provisions of this letter agreement at Seller’s cost. If, in the absence of a protective order or the receipt of a waiver hereunder, Prospective Buyer or its Representatives are, in the opinion of its counsel, legally required to disclose the Confidential Material in respect of such judicial, governmental or administrative proceeding or to stand liable in contempt or suffer other censor or penalty, Prospective Buyer may disclose such information, without liability to Seller under this letter agreement.
Notwithstanding the foregoing or any contrary agreement or understanding, the parties (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the Property contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. federal income tax structure.
Prospective Buyer agrees that unless and until there is a definitive agreement between the parties with respect to the Property, neither Prospective Buyer nor Seller will be under any legal obligation of any kind whatsoever with respect to the Property by virtue of any other written or oral expression with respect to such Property by any of its Representatives, except for matters specifically agreed to in this letter.
Buyer Registration; Broker Cooperation and Compensation. Prospective Buyer shall identify in writing, concurrently with execution of this Agreement, any Buyer's Representative through which Prospective Buyer is acting with respect to the Property; any Buyer's Representative not so identified shall be deemed not registered as to the Property. Neither Seller nor Foresite Real Estate, Inc. ("Foresite"), as Seller's agent, is under any obligation to offer, pay, or share any commission, fee, or other compensation with any broker, agent, finder, or other representative of Prospective Buyer (a "Buyer's Representative"). Foresite may, in its sole discretion, elect to cooperate with a Buyer's Representative, but no such cooperation shall obligate Seller or Foresite to offer or pay compensation of any kind. Unless expressly agreed by Seller or Foresite, as applicable, in a separate written agreement signed before execution of a purchase and sale agreement for the Property, neither Seller nor Foresite shall have any obligation or liability for any commission, fee, or other compensation claimed by a Buyer's Representative. Any compensation owed to a Buyer's Representative shall be the sole responsibility of Prospective Buyer. No cooperation, introduction, showing, tour, negotiation, or other participation by a Buyer's Representative shall create any obligation on the part of Seller or Foresite to pay such Buyer's Representative. Prospective Buyer further acknowledges and agrees that where Prospective Buyer is acting as a principal for its own account — including where Prospective Buyer, any of its principals, or any affiliated or related entity holds a real estate license, or where Prospective Buyer acquires the Property through a related entity acting as principal — neither Seller nor Foresite is under any obligation to offer, pay, share, credit, or rebate any commission, fee, or other compensation to Prospective Buyer or any such principal or related entity, and no such amount shall be credited against or reduce the purchase price for the Property.
Prospective Buyer acknowledges receipt of the attached Information About Brokerage Services and understands that Foresite (also referred to as the “Agent”) represents the interests of the Seller of the Property and that Agent is the procuring cause of the introduction of the Property to Prospective Buyer as a purchase opportunity.
This letter shall be governed by and construed in accordance with the laws of the State of Texas.
