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REGISTRATION, CONFIDENTIALITY and DISCLAIMER AGREEMENT
THIS AGREEMENT is intended solely for your use in considering the acquisition of 2 single tenant Net Lease Investments: PNC Bank (5724 Highway 6, Missouri City, TX 77459) and Chili's Grill & Bar (19825 Northwest Freeway, Houston, TX 77065) (the "Property"). Upon full execution of this Agreement, Listing Broker will cooperate with Prospective Purchaser regarding the sale of the Property to Prospective Purchaser and to provide certain confidential information relative to the Property’s status, operation, and terms of the sale (collectively “Marketing Information”).
The Marketing Information contains brief, selected information pertaining to the business and affairs of the Property. It is not intended to be an offer for the sale of the Property. The Marketing Information is not purported to be all-inclusive or to contain all the information that a Prospective Purchaser may desire. Neither Seller nor Listing Broker make any representation or warranty, expressed or implied, as to the accuracy or completeness of this Package or its contents and no legal liability is assumed or implied with respect thereto.
Prospective Purchaser acknowledges that Colliers International (“Listing Broker”) and Seller expressly reserve the right, at their sole discretion, to alter or amend the terms of the Property’s offering, to reject any and all expressions of interest or offers to acquire the Property and/or to terminate discussions with any entity at any time with or without notice. Seller shall have no legal right or obligation to any entity reviewing the Property Information Package or making an offer to acquire the Property unless and until a written agreement for such acquisition has been fully executed, delivered, and approved by the Seller and any conditions to the Seller's obligations thereunder have been satisfied or waived.
By your receipt of this Marketing Information, you agree that: its contents are confidential; you will hold and treat it in the strictest of confidence; you will not disclose or permit anyone else to disclose this material or its contents to any other entity without prior written authorization of the Listing Broker and Seller; you will not permit this material or its contents to be used in any fashion or manner detrimental to the interest of the Seller. Photocopying or other duplication is strictly prohibited. Prospective Purchaser agrees not to disturb any tenants in possession of the Property or employees affiliated with the Property, or to reveal to such tenants or employees that the Property is being offered for sale or any matters relating to the Marketing Information. If you do not wish to pursue or discontinue negotiations leading to this acquisition, you agree to return all Marketing Information previously delivered to you, if requested to do so.
THIS MARKETING INFORMATION SHALL NOT BE DEEMED TO BE A REPRESENTATION OF THE STATE OF AFFAIRS OF THE PROPERTY OR CONSTITUTE AN INDICATION THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS OF THE PROPERTY SINCE THE DATE OF PREPARATION OF SUCH. PROSPECTIVE PURCHASER DECISION TO PURCHASE THE PROPERTY SHALL BE SOLEY BASED ON PROSPECTIVE PURCHASER INDEPENDENT INVESTIGATION AND EVALUATION OF THE PROPERTY AND ALL INFORMATION RELATING TO THE PROPERTY AND NOT ANY INFORMATION PROVIDED BY SELLER OR LISTING BROKER. PROSPECTIVE PURCHASER AGREES THAT THE SELLER AND LISTING BROKER SHALL HAVE NO LIABILITY WTH RESPECT TO ANY INFORMATION PROVIDED BY THE SELLER OR LISTING BROKER.
It is essential that all parties to real estate transactions be aware of the health, liability, and economic impact of environmental factors on real estate. Colliers International does not conduct investigations or analyses of environmental matters and, accordingly, urges its clients to retain qualified environmental professionals to determine whether hazardous or toxic wastes or substances (such as asbestos, PCB’s and other contaminants or petrochemical products stored in underground tanks) or other undesirable materials or conditions are present at the Property and, if so, whether any health danger or other liability exists. Such substances may have been used in the construction or operation of buildings or may be present as a result of previous activities at the Property.
Various laws and regulations have been enacted at the federal, state, and local levels dealing with the use, storage, handling, removal, transport and disposal of toxic or hazardous wastes and substances. Depending upon past, current and proposed uses of the Property, it may be prudent to retain an environmental expert to conduct a site investigation and/or building inspection. If such substances exist or are contemplated to be used at the Property, special governmental approvals or permits may be required. In addition, the cost of removal and disposal of such materials may be substantial. Consequently, legal counsel and technical experts should be consulted where these substances are or may be present.
Prospective Purchaser agrees to indemnify and hold harmless the Listing Broker and Seller against any and all costs, expenses, liability and attorney’s fees arising from any claims of another broker, or parties claiming to have any dealings with the Prospective Purchaser in connection with the sale of the property.
ACCEPTED AND AGREED TO:
PROSPECTIVE PURCHASER:
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Date:
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CO-BROKER:
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Address:
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Please return to: Vaughan Ford at vaughan.ford@colliers.com