67 Vestry St. New York, NY - Massey Knakal
67 Vestry St. New York, NY INCREDIBLE CORNER CONVERSION OPPORTUNITY In Coveted TriBeCa Neighborhood ~68,960 Gross Square Feet On the Hudson River FOR SALE Property Features Location
Southeast corner of Vestry and West Streets
Block / Lot
218 / 24
Lot Size
76' x 103'
(Approx.)
Lot Area
7,710
SF (Approx.)
Stories
9
Gross SF (above grade)
61,250
(Approx.)
Additional (basement)
7,710
(Approx.)
Total Gross SF
68,960
(Approx.)
Zoning
C6-3A / TMU
FAR
6.5
Assessment (15/16)
$1,359,630
Taxes (15/16)
$175,161
1 03 ’
WASHINGTON ST.
B LO CK 24
76’
WE ST ST.
VE ST RY ST.
LAIG HT ST.
Asking Price: $61,000,000 Property Description Cushman & Wakefield has been retained on an exclusive basis to arrange for the sale of 67 Vestry Street, a 9 story, mixed-use loft building in Tribeca, one of the world’s most desired residential neighborhoods. The building is currently divided into 25 residential loft units with an expansive ground floor commercial space that contains over 178’ of frontage on the southeast corner of Vestry and West Streets, offering many of the units’ unobstructed views both to the north and west towards the Hudson River. Uniquely situated on the waterfront, 67 Vestry Street represents an ideal condominium conversion or development opportunity in one of the most exclusive zip codes that is poised to benefit from unparalleled demand from a global audience. In its present state, 67 Vestry Street stands 9 stories tall and contains approximately 68,960 square feet of lucrative commercial and residential loft space. The residential component consumes floors 2 through 9 and is configured into 25 separate units. Of the building’s 25 loft units, 11 are vacant fair market apartments and buyout agreements are in place with 10 rent stabilized units. Per the agreements, each tenant is required to vacate their unit on or before January 15th, 2017. Given that an overwhelming majority of the building will be delivered vacant, these units offer a blank slate for a new owner to take possession of immediately upon closing and commence construction. 67 Vestry also offers tremendous future upside waiting to be unlocked by new ownership as there are 4 rent stabilized units remaining that total approximately 7,181 square feet. Over time, new ownership will
have the opportunity to recapture these units naturally or through tenant buyouts, adding exponential value to the project. Additionally, the expansive ground floor contains approximately 5,800 square feet of vacant space. While the ground floor is currently zoned commercial, prospective purchasers have the ability to create lucrative retail space within the exclusive neighborhood. The building features coveted curb cuts that provide the ability to incorporate on-site parking for future tenants or residents. Furthermore, 67 Vestry generates significant supplemental income of approximately $146,462 annually through the roof’s valuable billboard signage that is exposed to south-moving traffic on West Street and wireless antennas leased to Verizon Wireless. These favorable revenue drivers for the building offer robust returns with minimal management required by ownership. Overall, 67 Vestry Street represents an incredible condominium conversion or development opportunity with unmatched potential due to its waterfront presence and quintessential loft-style architecture in one of the world’s most sought after residential neighborhoods. Demand from a global audience for lavish housing is evidenced in the strong condominium market where sellouts routinely exceed $3,000 per square foot for waterfront developments and other neighborhood projects. Prospective owners are met with an essentially blank canvas with the ability to execute their distinct visions.
For More Information, Please Contact:
Cushman & Wakefield 275 Madison Ave, 3rd Fl New York, NY 10016 Chairman Senior Director Executive Managing Director Director Associate Director phone: +1 212 696 2500 (212) 660 7777 (212) 660 7753 (212) 660 7773 (212) 660 7791 (212) 660 7753 [email protected] [email protected] [email protected] [email protected] [email protected] nyinvestmentsales.com Robert Knakal
Will Suarez
Jonathan Hageman
Patrick Yannotta
Maurice Suede
Cushman & Wakefield Copyright 2015. No warranty or representation, express or implied, is made to the accuracy or completeness of the information contained herein, and same is submitted subject to errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions imposed by the property owner(s). As applicable, we make no representation as to the condition of the property (or properties) in question.
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Asking Price: $61,000,000 •
For More Information, Please Contact:
Is la nd
F erry
ELLIS ISLAND
s um
me
r on
ly Cushman & Wakefield 275 Madison Ave, 3rd Fl Maurice Suede ISLAND Director GOVERNORSNew York, NY 10016 Chairman Senior Executive Managing Director Director Associate Director ISLAND phone: +1 212 696 2500 (212) 660 7777 (212) 660 7753 (212) 660 7773 (212) 660 7791 (212) 660 7753 [email protected] [email protected] [email protected] [email protected] [email protected] nyinvestmentsales.com
Jonathan Hageman
Patrick Yannotta te n
Will LIBERTYSuarez
S ta
Robert Knakal
Cushman & Wakefield Copyright 2015. No warranty or representation, express or implied, is made to the accuracy or completeness of the information contained herein, and same is submitted subject to errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions imposed by the property owner(s). As applicable, we make no representation as to the condition of the property (or properties) in question.
RED HOOK
CONFIDENTIALITY AGREEMENT (PRINCIPAL) In connection with a proposed transaction (the “Proposed Transaction”) involving the purchase of, or the acquisition of a direct or indirect interest or investment in (i) the land and improvements, or any portion thereof, and/or (ii) certain indebtedness secured directly by or by equity interests in the ownership of the land and improvements, or any portion thereof, referred to on Schedule I attached hereto (the “Property”) by the undersigned (the “Company”), the Company has requested that RFR HOLDING LLC and its affiliates with an interest in the Property (the “Disclosing Party”) provide the Company with certain Confidential Information (as hereinafter defined) relating to the Property. In consideration of the Disclosing Party’s furnishing the Company with the Confidential Information and as a condition precedent thereto, the Company hereby agrees, for the benefit of the Disclosing Party and its Representatives (as hereinafter defined), as follows: 1.
In connection with the Proposed Transaction, it is understood that the Disclosing Party and its Representatives are prepared to furnish the Company with certain oral and written information concerning the Property that is or may be nonpublic, confidential and/or proprietary in nature, which may include, without limitation, contracts, documents, files, appraisals, site plans, reports, analysis (financial or otherwise) and studies and computer data or files, some or all of which may have been provided to the Disclosing Party on a confidential basis (but even if not provided to the Disclosing Party on a confidential basis, any such information shall be deemed confidential hereunder unless otherwise expressly provided for herein). All such information, regardless of the manner in which it is furnished by the Disclosing Party or its Representatives to the Company and its Representatives, as well as the Company’s interest in the Property or the Proposed Transaction and any discussions between the Disclosing Party and the Company or its or their Representatives, shall, except as otherwise permitted hereunder, be kept strictly confidential by the Company (including its affiliates); all such information, interest and discussions are hereinafter referred to, collectively, as the “Confidential Information.” Notwithstanding the foregoing, the term “Confidential Information” shall not be deemed to include information which (i) is or becomes available to the Company or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or its Representatives or is not otherwise bound to keep such information confidential by any legal or fiduciary obligation and/or (ii) is or becomes generally available to the public through a source other than the Company or its Representatives. The Confidential Information shall be used by the Company and its Representatives solely for purpose of evaluating the Proposed Transaction for its own account, as a principal, and not as a broker, finder or similar agent for any other person. Without the prior written consent of the Disclosing Party, the Company will not, nor will it permit its Representatives to, contact any of the Disclosing Party’s Representatives, investors, lenders, lessors, tenants, property managers, consultants or advisors related to or having an interest (through contract or otherwise) in the Property, in connection with, or otherwise with respect to, the Confidential Information, the Property (including as to its operations or finances) or the Proposed Transaction. For the purposes hereof, the “Representatives” of each party hereto (each, a “Party”; and collectively, the “Parties”) shall mean (i) with respect to the Disclosing Party, its officers, directors, controlling persons, affiliates, members, employees, attorneys, accountants, consultants and third-party professionals who may prepare or provide Confidential Information directly or indirectly to the Company and its Representatives, and (ii) with respect to the Company, its respective officers, directors, controlling persons, affiliates, members, employees, attorneys and accountants who need to know the Confidential Information for the express purpose of assisting the Company with its evaluation of the Proposed Transaction. Notwithstanding the foregoing, the Company may disclose the Confidential Information, on a limited basis, only to those of its Representatives who need access to the Confidential Information for purposes of evaluating the Proposed Transaction on behalf of the Company. The Company shall inform each of its Representatives that receives any of the Confidential Information of the requirements of this agreement and shall require each such party to comply with such requirements. The Company agrees that it will be responsible for any breach of the terms of this agreement by any of the Company’s Representatives, and will be responsible to the Disclosing Party for, and hold the Disclosing Party and its Representatives harmless from, any loss, cost, expense claim or liability arising from a breach of this agreement by the Company or its Representatives. The Company agrees to notify the Disclosing Party, upon request, as to the identity of any Representatives to whom the Company has or is to provide any Confidential Information.
2.
If any person seeks to compel the Company or any of its Representatives to disclose any Confidential Information under compulsion of law (by oral questions, interrogatories, requests for documents subpoena, civil investigative demand or similar process), the Company shall promptly notify the Disclosing Party thereof prior to any such disclosure so that the Disclosing Party may have an opportunity to seek a protective order or other appropriate remedy (provided that the foregoing shall not be deemed to require that the Company or any of its Representatives refuse to comply with any such disclosure request or demand beyond the time specified for such disclosure). The Company agrees to cooperate with the Disclosing Party in any manner which may be reasonably requested by the Disclosing Party, at no cost or expense to the Company (other than de minimis expenses), in order to seek any such protective order or other appropriate remedy.
3.
The Company (on behalf of itself and its Representatives) acknowledges that remedies at law may be inadequate to protect the Disclosing Party against a breach of this agreement by the Company or its Representatives. The Company therefore agrees that in the event that the Company or its Representatives have breached the terms of this agreement, then without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Company acknowledges and agrees that the Disclosing Party shall be entitled to seek equitable relief, without proof of actual damages or any obligation to post a bond or other security therefor, including the right to apply to a court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance in order to enjoin a breach of this agreement.
4.
The Company agrees not to provide, communicate, or disclose to any third party other than the Company’s Representatives as provided for herein, directly or indirectly, the Confidential Information, except as required by judicial process as provided in Section 2 hereof, without in each instance the prior written consent of the Disclosing Party, which consent may be withheld in its sole discretion, and then only after such third party executes a confidentiality agreement in favor of the Disclosing Party substantially in the form of this agreement.
5.
The Company agrees that, promptly upon the Disclosing Party’s request, the Company and its Representatives shall surrender to the Disclosing Party or destroy the Confidential Information and all derivatives thereof. The Company acknowledges that all such items are the exclusive property of the Disclosing Party and agrees to (i) return or destroy all Confidential Information and its derivatives in tangible form within five (5) business days after written request therefore, such request given at any time at the sole option of the Disclosing Party and (ii) erase any copies of any of the foregoing recorded on any electronic media or optical device. Such return or destruction of Confidential Information and all derivatives thereof, and the erasing of any copies of the foregoing recorded on any electronic media or optical device, shall, upon the written request of the Disclosing Party, be certified in writing to the Disclosing Party by the Company.
6.
The Company further acknowledges and agrees that: (a) neither the provision of the Confidential Information by the Disclosing Parties nor any conversations between any of the Disclosing Party or its Representatives, on the one hand, and the Company, or any of its respective Representatives, on the other hand, shall in any manner constitute an offer or otherwise create any liability or obligation on the part of the Disclosing Party or any of its Representatives; (b) the Disclosing Party makes no representation or warranty to Company as to the accuracy or completeness of the Confidential Information; the Disclosing Party shall have no liability to Company or any of its Representatives resulting from the use of or reliance on the Confidential Information; that the Disclosing Party is not responsible to determine whether any hazardous wastes or substances or other undesirable materials are present at the Property; (c) the Disclosing Party may accept or reject any offer, or cease negotiations at any point in time, in its sole and absolute discretion without incurring any liability to the Company; (d) notwithstanding anything to the contrary, the Company represents and warrants that it has not dealt with any broker in connection with the Proposed Transaction other than Cushman & Wakefield, and Company agrees that it shall be solely responsible for payment of any fee, commission or other compensation that may be claimed by any broker other than Cushman & Wakefield; and (e) the Company shall indemnify, defend and hold harmless the Disclosing Party and its Representatives from and against any and all claims, liabilities and expenses relating to or arising out of any claim for brokerage commission or other compensation by any person or entity claiming by, through or under the Company in connection with the Proposed Transaction, other than Cushman & Wakefield.
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7.
Other than in conjunction with the Disclosing Party or any of its affiliates, the Company will not, and will cause each of its Representatives not to, directly or indirectly (whether acting alone or as part of any two or more persons or entities acting, formally or informally, whether as a partnership, limited liability company, corporation or other venture or group, or acting in concert with any other person or entity), (i) acquire or agree, offer, seek or propose to acquire, ownership (including but not limited to beneficial ownership) of the Property or any interest therein or portion thereof, any of the assets or any indebtedness or other obligation (or interest therein) described in the Confidential Information or otherwise related to any subsidiaries or affiliates of the Disclosing Party who have an ownership interest in the Disclosing Party or the Property; (ii) acquire or agree, offer, seek or propose to acquire, ownership (including but not limited to beneficial ownership or through profit participation) of or in any partnership, limited liability company, shareholder or other equity interest in, any owner, lender, borrower or other party having an interest in the Property or any portion thereof or any other indebtedness or other obligation described in the Confidential Information; or (iii) advise, assist, encourage or finance (or assist or arrange financing to or for) any other person or entity in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, this Section 7.
8.
This agreement contains the entire agreement by the Company concerning the confidentiality of the Confidential Information and shall be enforceable by the Disclosing Party in accordance with the terms hereof. No modification of the obligations of the Company set forth herein nor shall any waiver of the terms and conditions hereof be permitted or binding upon the Disclosing Party, unless approved in writing by the Disclosing Party, which writing shall refer specifically to this agreement.
9.
The illegality, invalidity or unenforceability of any provision of this agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction, nor the legality, validity or enforceability of any other provision.
10.
This agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such state without regard to principles of conflicts of law. In the event of any dispute related to this agreement, the Parties shall and hereby do waive any right to trial by jury in connection therewith.
11.
This agreement and the obligations of the Company set forth herein shall remain in full force and effect for a period of two (2) years from the date hereof. [Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned has caused this agreement to be executed and delivered on the ______ day of ______, 2016.
COMPANY:
____________________
ADDRESS:
_________________________________
PHONE:
_________________________________
FAX:
_________________________________
E-MAIL:
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By: (signature)
_________________________________
By: (print name)
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Title:
_________________________________
SCHEDULE I Property 67 Vestry Street, New York, NY
Southeast corner of Vestry and West Streets
Block / Lot
218 / 24
Lot Size
76' x 103'
(Approx.)
Lot Area
7,710
SF (Approx.)
Stories
9
Gross SF (above grade)
61,250
(Approx.)
Additional (basement)
7,710
(Approx.)
Total Gross SF
68,960
(Approx.)
Zoning
C6-3A / TMU
FAR
6.5
Assessment (15/16)
$1,359,630
Taxes (15/16)
$175,161
1 03 ’
WASHINGTON ST.
B LO CK 24
76’
WE ST ST.
VE ST RY ST.
LAIG HT ST.
Asking Price: $61,000,000 Property Description Cushman & Wakefield has been retained on an exclusive basis to arrange for the sale of 67 Vestry Street, a 9 story, mixed-use loft building in Tribeca, one of the world’s most desired residential neighborhoods. The building is currently divided into 25 residential loft units with an expansive ground floor commercial space that contains over 178’ of frontage on the southeast corner of Vestry and West Streets, offering many of the units’ unobstructed views both to the north and west towards the Hudson River. Uniquely situated on the waterfront, 67 Vestry Street represents an ideal condominium conversion or development opportunity in one of the most exclusive zip codes that is poised to benefit from unparalleled demand from a global audience. In its present state, 67 Vestry Street stands 9 stories tall and contains approximately 68,960 square feet of lucrative commercial and residential loft space. The residential component consumes floors 2 through 9 and is configured into 25 separate units. Of the building’s 25 loft units, 11 are vacant fair market apartments and buyout agreements are in place with 10 rent stabilized units. Per the agreements, each tenant is required to vacate their unit on or before January 15th, 2017. Given that an overwhelming majority of the building will be delivered vacant, these units offer a blank slate for a new owner to take possession of immediately upon closing and commence construction. 67 Vestry also offers tremendous future upside waiting to be unlocked by new ownership as there are 4 rent stabilized units remaining that total approximately 7,181 square feet. Over time, new ownership will
have the opportunity to recapture these units naturally or through tenant buyouts, adding exponential value to the project. Additionally, the expansive ground floor contains approximately 5,800 square feet of vacant space. While the ground floor is currently zoned commercial, prospective purchasers have the ability to create lucrative retail space within the exclusive neighborhood. The building features coveted curb cuts that provide the ability to incorporate on-site parking for future tenants or residents. Furthermore, 67 Vestry generates significant supplemental income of approximately $146,462 annually through the roof’s valuable billboard signage that is exposed to south-moving traffic on West Street and wireless antennas leased to Verizon Wireless. These favorable revenue drivers for the building offer robust returns with minimal management required by ownership. Overall, 67 Vestry Street represents an incredible condominium conversion or development opportunity with unmatched potential due to its waterfront presence and quintessential loft-style architecture in one of the world’s most sought after residential neighborhoods. Demand from a global audience for lavish housing is evidenced in the strong condominium market where sellouts routinely exceed $3,000 per square foot for waterfront developments and other neighborhood projects. Prospective owners are met with an essentially blank canvas with the ability to execute their distinct visions.
For More Information, Please Contact:
Cushman & Wakefield 275 Madison Ave, 3rd Fl New York, NY 10016 Chairman Senior Director Executive Managing Director Director Associate Director phone: +1 212 696 2500 (212) 660 7777 (212) 660 7753 (212) 660 7773 (212) 660 7791 (212) 660 7753 [email protected] [email protected] [email protected] [email protected] [email protected] nyinvestmentsales.com Robert Knakal
Will Suarez
Jonathan Hageman
Patrick Yannotta
Maurice Suede
Cushman & Wakefield Copyright 2015. No warranty or representation, express or implied, is made to the accuracy or completeness of the information contained herein, and same is submitted subject to errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions imposed by the property owner(s). As applicable, we make no representation as to the condition of the property (or properties) in question.
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Asking Price: $61,000,000 •
For More Information, Please Contact:
Is la nd
F erry
ELLIS ISLAND
s um
me
r on
ly Cushman & Wakefield 275 Madison Ave, 3rd Fl Maurice Suede ISLAND Director GOVERNORSNew York, NY 10016 Chairman Senior Executive Managing Director Director Associate Director ISLAND phone: +1 212 696 2500 (212) 660 7777 (212) 660 7753 (212) 660 7773 (212) 660 7791 (212) 660 7753 [email protected] [email protected] [email protected] [email protected] [email protected] nyinvestmentsales.com
Jonathan Hageman
Patrick Yannotta te n
Will LIBERTYSuarez
S ta
Robert Knakal
Cushman & Wakefield Copyright 2015. No warranty or representation, express or implied, is made to the accuracy or completeness of the information contained herein, and same is submitted subject to errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions imposed by the property owner(s). As applicable, we make no representation as to the condition of the property (or properties) in question.
RED HOOK
CONFIDENTIALITY AGREEMENT (PRINCIPAL) In connection with a proposed transaction (the “Proposed Transaction”) involving the purchase of, or the acquisition of a direct or indirect interest or investment in (i) the land and improvements, or any portion thereof, and/or (ii) certain indebtedness secured directly by or by equity interests in the ownership of the land and improvements, or any portion thereof, referred to on Schedule I attached hereto (the “Property”) by the undersigned (the “Company”), the Company has requested that RFR HOLDING LLC and its affiliates with an interest in the Property (the “Disclosing Party”) provide the Company with certain Confidential Information (as hereinafter defined) relating to the Property. In consideration of the Disclosing Party’s furnishing the Company with the Confidential Information and as a condition precedent thereto, the Company hereby agrees, for the benefit of the Disclosing Party and its Representatives (as hereinafter defined), as follows: 1.
In connection with the Proposed Transaction, it is understood that the Disclosing Party and its Representatives are prepared to furnish the Company with certain oral and written information concerning the Property that is or may be nonpublic, confidential and/or proprietary in nature, which may include, without limitation, contracts, documents, files, appraisals, site plans, reports, analysis (financial or otherwise) and studies and computer data or files, some or all of which may have been provided to the Disclosing Party on a confidential basis (but even if not provided to the Disclosing Party on a confidential basis, any such information shall be deemed confidential hereunder unless otherwise expressly provided for herein). All such information, regardless of the manner in which it is furnished by the Disclosing Party or its Representatives to the Company and its Representatives, as well as the Company’s interest in the Property or the Proposed Transaction and any discussions between the Disclosing Party and the Company or its or their Representatives, shall, except as otherwise permitted hereunder, be kept strictly confidential by the Company (including its affiliates); all such information, interest and discussions are hereinafter referred to, collectively, as the “Confidential Information.” Notwithstanding the foregoing, the term “Confidential Information” shall not be deemed to include information which (i) is or becomes available to the Company or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or its Representatives or is not otherwise bound to keep such information confidential by any legal or fiduciary obligation and/or (ii) is or becomes generally available to the public through a source other than the Company or its Representatives. The Confidential Information shall be used by the Company and its Representatives solely for purpose of evaluating the Proposed Transaction for its own account, as a principal, and not as a broker, finder or similar agent for any other person. Without the prior written consent of the Disclosing Party, the Company will not, nor will it permit its Representatives to, contact any of the Disclosing Party’s Representatives, investors, lenders, lessors, tenants, property managers, consultants or advisors related to or having an interest (through contract or otherwise) in the Property, in connection with, or otherwise with respect to, the Confidential Information, the Property (including as to its operations or finances) or the Proposed Transaction. For the purposes hereof, the “Representatives” of each party hereto (each, a “Party”; and collectively, the “Parties”) shall mean (i) with respect to the Disclosing Party, its officers, directors, controlling persons, affiliates, members, employees, attorneys, accountants, consultants and third-party professionals who may prepare or provide Confidential Information directly or indirectly to the Company and its Representatives, and (ii) with respect to the Company, its respective officers, directors, controlling persons, affiliates, members, employees, attorneys and accountants who need to know the Confidential Information for the express purpose of assisting the Company with its evaluation of the Proposed Transaction. Notwithstanding the foregoing, the Company may disclose the Confidential Information, on a limited basis, only to those of its Representatives who need access to the Confidential Information for purposes of evaluating the Proposed Transaction on behalf of the Company. The Company shall inform each of its Representatives that receives any of the Confidential Information of the requirements of this agreement and shall require each such party to comply with such requirements. The Company agrees that it will be responsible for any breach of the terms of this agreement by any of the Company’s Representatives, and will be responsible to the Disclosing Party for, and hold the Disclosing Party and its Representatives harmless from, any loss, cost, expense claim or liability arising from a breach of this agreement by the Company or its Representatives. The Company agrees to notify the Disclosing Party, upon request, as to the identity of any Representatives to whom the Company has or is to provide any Confidential Information.
2.
If any person seeks to compel the Company or any of its Representatives to disclose any Confidential Information under compulsion of law (by oral questions, interrogatories, requests for documents subpoena, civil investigative demand or similar process), the Company shall promptly notify the Disclosing Party thereof prior to any such disclosure so that the Disclosing Party may have an opportunity to seek a protective order or other appropriate remedy (provided that the foregoing shall not be deemed to require that the Company or any of its Representatives refuse to comply with any such disclosure request or demand beyond the time specified for such disclosure). The Company agrees to cooperate with the Disclosing Party in any manner which may be reasonably requested by the Disclosing Party, at no cost or expense to the Company (other than de minimis expenses), in order to seek any such protective order or other appropriate remedy.
3.
The Company (on behalf of itself and its Representatives) acknowledges that remedies at law may be inadequate to protect the Disclosing Party against a breach of this agreement by the Company or its Representatives. The Company therefore agrees that in the event that the Company or its Representatives have breached the terms of this agreement, then without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Company acknowledges and agrees that the Disclosing Party shall be entitled to seek equitable relief, without proof of actual damages or any obligation to post a bond or other security therefor, including the right to apply to a court of competent jurisdiction for a temporary or permanent injunction or other appropriate decree of specific performance in order to enjoin a breach of this agreement.
4.
The Company agrees not to provide, communicate, or disclose to any third party other than the Company’s Representatives as provided for herein, directly or indirectly, the Confidential Information, except as required by judicial process as provided in Section 2 hereof, without in each instance the prior written consent of the Disclosing Party, which consent may be withheld in its sole discretion, and then only after such third party executes a confidentiality agreement in favor of the Disclosing Party substantially in the form of this agreement.
5.
The Company agrees that, promptly upon the Disclosing Party’s request, the Company and its Representatives shall surrender to the Disclosing Party or destroy the Confidential Information and all derivatives thereof. The Company acknowledges that all such items are the exclusive property of the Disclosing Party and agrees to (i) return or destroy all Confidential Information and its derivatives in tangible form within five (5) business days after written request therefore, such request given at any time at the sole option of the Disclosing Party and (ii) erase any copies of any of the foregoing recorded on any electronic media or optical device. Such return or destruction of Confidential Information and all derivatives thereof, and the erasing of any copies of the foregoing recorded on any electronic media or optical device, shall, upon the written request of the Disclosing Party, be certified in writing to the Disclosing Party by the Company.
6.
The Company further acknowledges and agrees that: (a) neither the provision of the Confidential Information by the Disclosing Parties nor any conversations between any of the Disclosing Party or its Representatives, on the one hand, and the Company, or any of its respective Representatives, on the other hand, shall in any manner constitute an offer or otherwise create any liability or obligation on the part of the Disclosing Party or any of its Representatives; (b) the Disclosing Party makes no representation or warranty to Company as to the accuracy or completeness of the Confidential Information; the Disclosing Party shall have no liability to Company or any of its Representatives resulting from the use of or reliance on the Confidential Information; that the Disclosing Party is not responsible to determine whether any hazardous wastes or substances or other undesirable materials are present at the Property; (c) the Disclosing Party may accept or reject any offer, or cease negotiations at any point in time, in its sole and absolute discretion without incurring any liability to the Company; (d) notwithstanding anything to the contrary, the Company represents and warrants that it has not dealt with any broker in connection with the Proposed Transaction other than Cushman & Wakefield, and Company agrees that it shall be solely responsible for payment of any fee, commission or other compensation that may be claimed by any broker other than Cushman & Wakefield; and (e) the Company shall indemnify, defend and hold harmless the Disclosing Party and its Representatives from and against any and all claims, liabilities and expenses relating to or arising out of any claim for brokerage commission or other compensation by any person or entity claiming by, through or under the Company in connection with the Proposed Transaction, other than Cushman & Wakefield.
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7.
Other than in conjunction with the Disclosing Party or any of its affiliates, the Company will not, and will cause each of its Representatives not to, directly or indirectly (whether acting alone or as part of any two or more persons or entities acting, formally or informally, whether as a partnership, limited liability company, corporation or other venture or group, or acting in concert with any other person or entity), (i) acquire or agree, offer, seek or propose to acquire, ownership (including but not limited to beneficial ownership) of the Property or any interest therein or portion thereof, any of the assets or any indebtedness or other obligation (or interest therein) described in the Confidential Information or otherwise related to any subsidiaries or affiliates of the Disclosing Party who have an ownership interest in the Disclosing Party or the Property; (ii) acquire or agree, offer, seek or propose to acquire, ownership (including but not limited to beneficial ownership or through profit participation) of or in any partnership, limited liability company, shareholder or other equity interest in, any owner, lender, borrower or other party having an interest in the Property or any portion thereof or any other indebtedness or other obligation described in the Confidential Information; or (iii) advise, assist, encourage or finance (or assist or arrange financing to or for) any other person or entity in connection with any of the matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, this Section 7.
8.
This agreement contains the entire agreement by the Company concerning the confidentiality of the Confidential Information and shall be enforceable by the Disclosing Party in accordance with the terms hereof. No modification of the obligations of the Company set forth herein nor shall any waiver of the terms and conditions hereof be permitted or binding upon the Disclosing Party, unless approved in writing by the Disclosing Party, which writing shall refer specifically to this agreement.
9.
The illegality, invalidity or unenforceability of any provision of this agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction, nor the legality, validity or enforceability of any other provision.
10.
This agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such state without regard to principles of conflicts of law. In the event of any dispute related to this agreement, the Parties shall and hereby do waive any right to trial by jury in connection therewith.
11.
This agreement and the obligations of the Company set forth herein shall remain in full force and effect for a period of two (2) years from the date hereof. [Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the undersigned has caused this agreement to be executed and delivered on the ______ day of ______, 2016.
COMPANY:
____________________
ADDRESS:
_________________________________
PHONE:
_________________________________
FAX:
_________________________________
E-MAIL:
_________________________________
By: (signature)
_________________________________
By: (print name)
_________________________________
Title:
_________________________________
SCHEDULE I Property 67 Vestry Street, New York, NY
