Janus Mezat Müzayedecilik Ltd. Sti. is acting as the listing agent with respect to the marketing and solicitation of bids/offers in connection with the sale of Grand Bazaar Hacıhüsnü Sokak No: 12/1 Beyazıd / Fatih / Istanbul (the “Property”) by public auction (the “Auction”). Janus Mezat and the owner of the Property (“Seller”) have available for review certain information concerning the Property which may include, without limitation, certain financial data, analysis, materials, plans, specs, configuration, etc. pertaining to the Property (collectively “Informational Materials”). The undersigned (“Potential Purchaser”) understands that all written and verbal information provided by Janus Mezat and Seller regarding the sale of the Property, including, but not limited to, any marketing materials (along with any photographs, maps and artwork and any notes or analysis or other work product of the Seller contained therein or of the undersigned Potential Purchaser) shall be considered part of the “Informational Materials” and shall be treated in accordance with the provisions hereof.
Informational Materials will not include information or documents that
(a) Potential Purchaser can demonstrate were known by Potential Purchaser prior to the disclosure thereof by Janus Mezat;
(b) came into the possession of Potential Purchaser from a third party which is not under any obligation to maintain the confidentiality of such information;
(c) has become part of the public domain through no act or fault of Potential Purchaser in violation hereof; or
(d) Potential Purchaser can demonstrate were independently developed by or for Potential Purchaser without the use of the Informational Materials.
Janus Mezat and Seller will not permit the disclosure of any Informational Materials to a Potential Purchaser unless and until Potential Purchaser has executed this agreement. Upon Janus Mezat’s receipt of this executed agreement, the Informational Materials will be provided for the Potential Purchaser’s consideration in connection with the possible purchase of the Property, subject to the conditions set forth herein.
1. All Informational Materials pertaining to the Property that are furnished to the Potential Purchaser shall be held in the strictest confidence and shall be used solely for the purpose of Potential Purchaser’s consideration of a purchase of the Property and shall not be copied or reproduced except as necessary for the consideration of the purchase of the Property. Upon JM’s request, Potential Purchaser shall either (a) return all Informational Materials and copies thereof to JM, or (b) destroy all Informational Materials and copies thereof and provide the requesting party with written certification of such destruction.
2. The Informational Materials may be disclosed to the Potential Purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”) only on a “need-to-know” basis for the purpose of evaluating the potential purchase of the Property; provided, however, that Potential Purchaser shall inform such Related Parties of this agreement and the confidential nature of the Informational Materials and shall be responsible for a breach of this agreement caused by such Related Parties.
3. Potential Purchaser shall not (a) disclose (other than to Related Parties) the fact that discussions or negotiations are taking place concerning the possible acquisition of the Property or any of the terms thereof, or (b) contact any tenants of the Property with respect to the subject matter hereof without the written consent of Seller.
4. The Informational Materials are not intended to be all-inclusive or to contain all information that a prospective purchaser may desire. The Potential Purchaser understands and acknowledges that neither the Seller, nor JM, nor any of their employees or agents: (a) make any representations or warranties as to the accuracy or completeness of the Informational Materials, and (b) have independently verified the information. Potential Purchaser acknowledges that the Seller and JM have no responsibility to update the Informational Materials. Potential Purchaser acknowledges that the information for the Property may be updated from time to time, and that it is not the duty of JM or Seller to advise Potential Purchaser of when updated information is available. Potential Purchaser agrees that if it makes a bid at the Auction or makes any other offer either before or after the Auction, such bid or offer will be the affirmation by Potential Purchaser that it has reviewed the information all updated information before making such bid or offer.
5. Potential Purchaser acknowledges it is acting as a Principal or an Investment Advisor with respect to the proposed purchase of the Property, and not as a broker, and in the event the Potential Purchaser is represented by a broker the broker must register such representation below.
6. The Potential Purchaser hereby indemnifies and holds harmless the Seller and JM and their respective affiliates, shareholders, directors, officers, employees, agents and successors and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this agreement or arising from any broker, agent or finder claiming by or through Potential Purchaser.
7. The Potential Purchaser acknowledges that the Property has been offered subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice.
8. In the event Potential Purchaser or anyone to whom Potential Purchaser transmits the Informational Materials to becomes legally compelled to disclose any of the Informational Materials (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Potential Purchaser will provide Seller with prompt written notice of such requirement as promptly as practical so that the Seller may seek a protective order or other appropriate remedy and/or waive compliance with the terms this agreement. In the event that such protective order or other remedy is not obtained by the time Potential Purchaser is required to comply with such requests, or if prior notice is not possible, Potential Purchaser may comply with such requests, subject to using its reasonable efforts to furnish only that portion of the Informational Materials which is legally required and to obtain reliable assurance that confidential treatment will be accorded to the Informational Materials.
9. Each and every request made by Potential Purchaser for Informational Materials or action by Potential Purchaser, such as to gain access to Informational Materials, shall constitute Potential Purchaser’s re-affirmation and acceptance of the terms and conditions of this Agreement.
10. The Potential Purchaser acknowledges that no obligation whatsoever of Seller is created in connection with Potential Purchaser’s execution of this Agreement, the distribution of any Informational Materials, or any discussions or negotiations regarding the potential purchase of any Property. Without limiting the foregoing, unless and until a final purchase agreement is fully executed and delivered by all parties, Seller may withdraw the Property from the Auction, terminate negotiations with Potential Purchaser for any reason or no reason, and/or negotiate with other potential purchasers and enter into a purchase agreement on terms that may be better or worse than those offered by Potential Purchaser.
11. Potential Purchaser agrees that, if Seller is required to bring an action to enforce the provisions of this Agreement, the damages would be irreparable and difficult to measure, and therefore, the Seller shall be entitled to injunctive and other equitable relief in addition to any other relief available in law.
12. In any action to enforce the terms of this agreement, the non-prevailing party shall be responsible for payment of the prevailing party’s reasonable attorneys’ fees and expenses incurred in any such action. Upon execution of this agreement, this will become a binding agreement and will be construed in accordance with California law, without regard to conflict of law principles.
Company Name: Janus Mezat Müzayedecilik Ltd. Sti.
Address: Grand Bazaar Hacıhüsnü Sokak No: 12/1 Beyazıd / Fatih / Istanbul