CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

 

BETWEEN:

 

1. ABARTA INVESTMENTS ICAV an Irish collective asset-management vehicle with variable capital having registration number C176190 and established as an umbrella fund with segregated liability between sub-funds acting solely for and on behalf of its sub-fund QS RESEOP Fund having its registered office at George’s Court, 54 – 62 Townsend Street, Dublin 2 (the Disclosing Party); and

 

2. THE RECEIVING PARTY being the individual or entity receiving access to information regarding the Property as defined below. (the Receiving Party)

 

(each a Party and together the Parties)

 

WHEREAS:-

 

A. The Parties may enter into discussions concerning the following properties:

 

(i)               The hereditaments and premises known as the Eircom Network Management Building, situate at 2022 Bianconi Avenue, Citywest Business Campus, Naas Road, Dublin 24, being the property comprised in folio 145554L of register of leaseholders County Dublin.

 

(the Property).

 

B. In consideration of the Disclosing Parties agreeing to make available to the Receiving Party certain information relating to the Property and other confidential information, the Receiving Party undertakes to comply with the terms set out in this Agreement.

 

NOW IT IS HEREBY AGREED as follows:

 

1.         Definitions

 

1.1.           In this Agreement:

 

1.1.1        Affiliate means another Person which is controlled by a Party, which controls a Party or which is under common control with a Party;

 

1.1.2        Confidential Information means any information or data contained in the Data Room or relating to the Property, the Proposed Transaction or any owners or tenants of the Property including the technology, know how, trade secrets, trade, proprietary and/or other confidential information of any Disclosing Party or any of its Affiliates, including, without limitation, any and all finance and facility documents, security documents, title documents, reports, valuations, statements of affairs, database data, security reviews, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and information in relation to the Property or the Proposed Transaction and other data and any and all discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, customer names and other technical, financial or commercial information or personal data relating to or concerning the Property and/or any Disclosing Party (or any if its Affiliates) and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by a Disclosing  Party or by a third party on behalf of a Disclosing Party and whether disclosed before or after the date of this Agreement and may include information received from third parties acting in cooperation with or for the Disclosing Parties;

 

1.1.3        Control means the power of a Person to secure directly or indirectly through one or more intermediaries and including (a) by means of the holding of shares or the possession of voting power directly or indirectly in or in relation to that or any other Person or (b) by virtue of any powers conferred by the constitutional documentation or other document regulating that or any other Person, that the affairs of another Person are conducted in accordance with the wishes of the first mentioned Person and the expressions controlled and under common control shall be construed accordingly;

 

1.1.4        Data Protection Incident means a breach of security, including any suspected breach of security, leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data (as defined in clause 8.1) transmitted, stored or otherwise processed;

 

1.1.5        Data Room means the website data room established for the purposes of the Proposed Transaction the use of which is governed by the Data Room Rules;

 

1.1.6        Data Room Rules means the rules issued by the Disclosing Parties from time to time and at any time whether before or after the date of this Agreement, the current copy of which is annexed in the Appendix;

 

1.1.7        Person includes any individual, company, body corporate, partnership or other entity;

 

1.1.8        Potential Recipient means:

 

(i)               the Receiving Party;

 

(ii)              any Affiliate of the Receiving Party;

 

(iii)             any trust, fund, partnership or other entity managed or advised by the Receiving Party or any of its Affiliates;

 

(iv)             any trust, fund, partnership or other entity established for the purpose of the Purpose;

 

(v)              any actual or prospective co-investor with any of the persons identified in paragraphs (i) to (iv) above, or any manager or advisor to such co-investor; or

 

(vi)             any actual or prospective financier to any of the persons identified in paragraphs (i) to (v) above.

 

1.1.9        Proposed Transaction means the sale of all or part of the Property; and

 

1.1.10     Purpose means the use of the Confidential Information (i) to carry out due diligence in respect of the Property for the Proposed Transaction and (ii) in any discussions and negotiations between or within the Parties concerning or in connection with the Proposed Transaction or any part thereof.

 

1.2             Headings are inserted for convenience only and do not affect the construction of this Agreement.

 

2.         Provision of Information

 

The Receiving Party acknowledges and agrees that neither the Disclosing Parties nor any of their representatives, employees or agents make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any Confidential Information. Furthermore the Receiving Party acknowledges that all information, including without limitation all Confidential Information, provided to any Potential Recipient by or on behalf of the Disclosing Parties and/or their representatives, employees or agents is provided on a non-reliance basis and the Disclosing Parties shall not be under any obligation to update or correct any inaccuracy in any Confidential Information or be otherwise liable to the any Potential Recipient in respect of any Confidential Information.

 

3.         Protection of Confidential Information

 

3.1.      The Receiving Party shall keep and maintain all Confidential Information received in whatever form or manner in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party maintains in order to provide adequate protection of its own confidential information against unauthorised disclosure, copying or use.

 

3.2       The Receiving Party shall ensure that disclosure of the Confidential Information by any means (including without limitation by means of email communication) is restricted to those directors, officers, employees and advisers of any Potential Recipient having the need to know the same for the Purpose and shall ensure that each such Person is made aware of the confidential nature of the Confidential Information and is bound by confidentiality obligations similar to those contained in this Agreement.

 

3.3.      Copies or reproductions of any Confidential Information shall not be made by the Receiving Party except to the extent reasonably necessary for the Purpose. Confidential Information and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Parties.

 

4.         Limitations, Remedies & Exclusion of Warranties

 

4.1       Subject to the exceptions contained in clause 5 of this Agreement and to the provisions of clause 6 the Receiving Party shall not:

 

4.1.1     divulge the Confidential Information, in whole or in part, and by any means, to any third party other than to any of the directors, officers, employees and advisers of the Potential Recipient;

 

4.1.2     use or permit the use of the Confidential Information for any purpose other than the Purpose; or

 

4.1.3     make or permit to be made any commercial use of the Confidential Information or any part thereof for any purpose other than the Purpose without the prior written consent of the Disclosing Parties.

 

4.2       The Receiving Party agrees that if it becomes aware of any breach of the terms of this Agreement it shall promptly notify the Disclosing Parties of the same and shall give (or procure that there is given) to the Disclosing Parties all reasonable assistance in connection with any proceedings which the Disclosing Parties may institute in respect of any such breach against any of the Persons referred to in clause 3 and will use its all reasonable endeavours to prevent the occurrence of any further breach of the terms hereof.

 

4.3.      Without prejudice to any other rights and remedies that the Disclosing Parties may have, the Receiving Party acknowledges that, in certain circumstances, damages would not be an adequate remedy for the breach of this Agreement and any Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement (and/or to procure that the Receiving Party seeks such reliefs from any Potential Recipient or other third party to whom the Confidential Information has been disclosed) and that no proof of special damages shall be necessary for the enforcement of this Agreement.

 

4.4.      None of the Receiving Party and/or any Potential Recipient will, without the express written consent of the Disclosing Parties, contact or communicate (directly or indirectly) with any Person whose information comprises part of the Confidential Information pursuant to this Agreement or otherwise discuss with or make known to such Person or other party that the Receiving Party is reviewing the Confidential Information provided, however, that the Receiving Party shall not be prohibited from communicating (directly or indirectly) with any party referred to in this clause where such communication is not in connection with, (whether directly or indirectly), the Proposed Transaction or the Purpose, provided always that the Receiving Party does not:

 

4.4.1     use or reveal Confidential Information to any such party;

 

4.4.2     disclose the fact that it received the Confidential Information to any such party; or

 

4.4.3     disclose any terms or conditions with respect to the Proposed Transaction or the existence of the Proposed Transaction to any such party.

 

5.         Exceptions

 

5.1       The obligations in this Agreement shall not apply to any Confidential Information which:

 

5.1.1     is in the public domain at the time of disclosure or later becomes in the public domain through no fault of the Receiving Party;

 

5.1.2     can be reasonably shown to have been known to the Receiving Party prior to disclosure by the Disclosing Parties;

 

5.1.3     is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Parties subject to any confidentiality obligations in favour of the Disclosing Parties or from any third party who was subject to any such obligation and who was entitled to disclose such information as a matter of right, without any restriction on disclosure and/or use in favour of the Disclosing Parties; or

 

5.1.4     is required by applicable law or by an order or direction of a court of competent jurisdiction or of any stock exchange, governmental department or agency or other regulatory body to be disclosed (in which case the Receiving Party will give the Disclosing Parties as much prior written notice thereof as reasonably practicable and disclosure will be made only to the extent required, and subject to the Person(s), bodies or entities to whom the information is so disclosed being bound by obligations of confidentiality to the extent reasonably possible).

 

6.         Affiliates

 

6.1       The parties recognise that the Receiving Party may be part of an organisation of multiple legal entities in several jurisdictions and that it may be necessary or appropriate for the Receiving Party to provide Confidential Information to its affiliated companies. For this purpose, the Disclosing Parties agree:

 

6.1.1     the Receiving Party may disclose Confidential Information received by it to an Affiliate of the Receiving Party but only to the extent that such Affiliate has a need to know such Confidential Information for the Purpose; and

 

6.1.2     disclosure by or to an Affiliate of the Receiving Party shall be deemed to be a disclosure by or to the Receiving Party; and

 

6.2       The Receiving Party agrees to guarantee the observance and proper performance by its Affiliates of the terms and conditions of this Agreement.

 

7.         Indemnity

 

The Receiving Party hereby agrees and undertakes to fully indemnify and keep indemnified the Disclosing Parties against all actions, proceedings, claims, losses, expenses, demands, costs, awards and damages arising directly or indirectly as a result of any breach of the Receiving Party's obligations under this Agreement or the terms or provisions of this Agreement by the Receiving Party and/or the Potential Recipient.

 

8.         Data Protection

 

8.1       The Parties agree that to the extent that the Information provided to the Receiving Party comprises any Personal Data (as defined under the Irish Data Protection Acts 1988 - 2018 modified or consolidated or, the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (the “GDPR”) as may be amended, re-enacted or re-instated from time to time and any implementing legislation (together, the “Data Protection Laws”)) any such Personal Data which the Disclosing Party, supplies or discloses to the Receiving Party pursuant to this Agreement and / or otherwise as part of the Proposed Transaction, shall be treated as set out in this Clause 8.

 

8.2       The Parties acknowledge that the Receiving Party may transfer Personal Data to its Affiliates. In such a case, the Receiving Party shall be directly liable for the observance and proper performance (and any omissions in that regard) by those of its Affiliates who have received Personal Data of the terms and conditions of this Agreement and in particular this Clause 8.

 

8.3       The Receiving Party confirms that it has appropriate technical and organisational measures required to protect against unauthorised access to, or accidental or unauthorised destruction, loss, alteration or disclosure of any Personal Data contained in the Confidential Information.

 

8.4       The Personal Data shall remain at all times the property of and in the ownership of the Disclosing Party (as applicable) and the Receiving Party shall have no rights whatsoever in respect thereof.

 

8.5       The Receiving Party acknowledges and agrees that insofar as it processes Personal Data, comprised in the Confidential Information provided to the Receiving Party, it does so as a data controller in its own right and not as a data processor for the Disclosing Party. However, without prejudice to the foregoing to the extent that the Receiving Party acts as a data processor on behalf of the Disclosing Party, the Receiving Party warrants and undertakes that it shall:

8.5.1     at its own cost comply with the Data Protection Laws and all other applicable data protection laws and guidance including (without limitation) applicable laws relating to accessing, use and onward disclosure, distribution, exporting, archiving, maintenance and storage of Personal Data and with the terms of this Agreement and process the Personal Data only to the extent strictly necessary in connection with the Proposed Transaction and in accordance with the Disclosing Party’s instructions from time to time;

 

8.5.2     subject to Clause 8.12, not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised to do so in writing by the Disclosing Party;

 

8.5.3     implement and maintain such technical and organisational security measures as may be required to comply with the applicable Disclosing Party’s data security obligations in the Data Protection Laws;

 

8.5.6     other than transfers of Personal Data to the Disclosing Party or to other third parties specified by the Disclosing Party, shall not under any circumstances transfer the Personal Data outside the European Economic Area unless authorised in writing to do so by the Disclosing Party; and

 

8.5.7     enter into such other written agreement in respect of the processing or transfer of Personal Data as a Disclosing Party may require.

 

8.6       Upon expiry or termination of this Agreement, or upon the earlier written request of a Disclosing Party, the Receiving Party shall cease Processing the Personal Data and as soon as possible thereafter, delete from its systems, the Personal Data and any copies of it or of the information it contains unless on or prior to the cessation of the period of the Agreement the Disclosing Party requests in writing the return of such Personal Data as an alternative to this deletion requirement. The Disclosing Party reserves the right to require written confirmation from the Receiving Party that they have complied with the instruction to delete Personal Data. 

8.7        The Receiving Party shall notify the Disclosing Party as soon as reasonably practicable and in any event within 24 hours of:

 

8.7.1     any legally binding request for disclosure of Personal Data by a law enforcement regulatory body or other competent authority unless prohibited by law from doing so;

 

8.7.2     receiving any correspondence, notice or other communication whether orally or in writing from the relevant data protection regulator or any other regulator or person, relating to the Personal Data.

 

8.8       Where the Receiving Party receives a legally binding request for access to personal data by a law enforcement agency regulatory body on other competent authority, the Receiving Party will inform the Disclosing Party except where such disclosure is itself legally prohibited. The Receiving Party will reject any such request which is non-legally binding.

 

8.9       Without prejudice to the other provisions of this Clause 8 , if the Receiving Party or any of the Receiving Party’s employees or contractors becomes aware of any Data Protection Incident, or has commenced an investigation to assess whether there has been Data Protection Incident (an Investigation), then the Receiving Party shall promptly (but in any event within 24 hours of, the earlier of  (i):discovery of a Data Protection Incident; or (ii) commencement of an Investigation) notify the Disclosing Party by both telephone and by email. The Receiving Party shall, at no additional cost to the Disclosing Party, provide the Disclosing Party with all resources, assistance and cooperation as are required by the Disclosing Party in order for it to comply with its own contractual or legal obligations in respect of the data subjects (as defined in the Data Protection Laws).

 

8.10      For the purposes of Clause 8, the relevant contact details of the Disclosing Party are as follows:

 

8.10.1   Email: sam@twmproperty.ie, robbie@twmproperty.ie

 

8.10.2   Telephone: +353 1 611 0320  

 

8.11      The Receiving Party shall execute all such additional documents, give such assistance and do such acts and things as may in the opinion of any Disclosing Party be necessary or desirable in order comply with the Data Protection Laws.

 

8.12      Without prejudice to Clause 8.5(2), the Receiving Party shall not permit a third party to process Personal Data on its behalf unless the Receiving Party and the third party first enter into a written agreement which imposes the same obligations on the third party as are imposed on the Receiving Party under this Agreement and which also imposes the obligations that are required under Data Protection Laws.

 

8.13      To the extent that the Receiving Party acts as a data processor on behalf of the Disclosing Party, the Receiving Party shall in addition to the obligations set out in this Clause 8 and Clause 3.2:

 

8.13.1   inform the Disclosing Party if it is required to process the Personal Data by EU or member state law to which it is subject, prior to such processing, other than where that law prohibits the Disclosing Party from being informed on important grounds of public interest;

 

8.13.2   not appoint any sub-processors except pursuant to Clause 8.5(2);

 

8.13.3   taking into account the nature of the processing by the Receiving Party and the nature of the information available to it, assist the Disclosing Party in respect of data subject rights requests under Chapter III of the GDPR and assist the Disclosing Party in complying with its mandatory obligations under Articles 32 to 36 of the GDPR;

 

8.13.4   make available to the Disclosing Party all information necessary to demonstrate its compliance with its obligations under this Clause 8 and Clause 3.2, and shall allow for and contribute to audits, including inspections, conducted by the Disclosing Party and/or its auditors, having regard to the Receiving Party’s obligations of confidentiality to third parties other than the Disclosing Party.

 

9          No License or Warranties

 

All Confidential Information including any intellectual property rights and other rights (howsoever described) in the Confidential Information are and shall remain the absolute property of the Disclosing Parties and no license under any trademark, patent, copyright or any other intellectual property right is granted or implied by the disclosure of Confidential Information to the Disclosing Parties. None of the Confidential Information which may be disclosed or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or other inducement of any kind by either Party to the other or to any other person(s) with respect thereto including, in particular, with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property or other rights of third parties.

 

10        No Commitment

 

The Parties further mutually acknowledge that, except for this Agreement, no Party shall be committed to another Party in any way, or obliged to enter into any transaction, unless and until a further formal agreement is duly executed and delivered and that no Party is obligated in any way to enter into any such agreement. The Parties agree not to make, issue, or release any public announcement, statement or acknowledgement of the existence of this Agreement, the discussions between the Parties or any evaluation being undertaken by any Party, without the prior written consent of the other Parties, except as may be required by law.

 

11        Terms and Termination

 

11.1      This Agreement shall govern all communications relating to Confidential Information between the Parties hereto within the scope of the Purpose until such time as this Agreement is either expressly superseded by a subsequent agreement between the Parties hereto or upon the Parties giving to each other not less than 7 days prior notice in writing of termination, whichever is earlier provided always that the obligations set forth in this Agreement shall survive the termination for a period of twenty four months from the date of termination or expiration of this Agreement howsoever arising.

 

11.2      On termination or expiration of this Agreement, the Receiving Party shall on written request forthwith return (or procure the return) to the Disclosing Parties, or as the Disclosing Parties may direct, all Confidential Information received by it and in addition, at the option of the Disclosing Parties, shall either (a) return (or procure that there shall be returned) all copies or reproductions of any Confidential Information so received (in whatever form or medium the same shall have been made and whether in the possession or under the control of the Receiving Party or any of its Affiliates or of any of its or their respective agents or advisers) or (b) destroy (or procure the destruction of) all such copies or reproductions and confirm in writing to the Disclosing Parties that the same have been destroyed save that this obligation shall not apply to any advisor of any Potential Recipient who is required by its professional conduct rules to maintain files or records for a period of time or any Confidential Information provided to it.

 

12        Waiver

 

The rights of the Disclosing Parties under this Agreement will not be prejudiced or restricted by any indulgence or forbearance extended to the Receiving Party, and no waiver by either Party in respect of any breach of the terms of this Agreement will operate as a waiver in respect of any subsequent breach.

 

13        Notices

 

Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant Party or Parties or sent by pre-paid registered post or fax to the address of that Party specified in this Agreement or to that Party's or Parties' fax number thereat or such other address or number as may be notified hereunder by that Party from time to time for this purpose and will be effective notwithstanding any change of address or fax number not so notified. Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant address or, if by fax upon transmission, subject to the correct code or fax number being received on the transmission report.

 

14        No assignment

 

This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party or Parties.

 

15        Data Room Rules

 

By ticking the box to accept this Agreement the Parties agree to be bound by the terms of the Data Room Rules.

 

16        Acceptance of this Agreement

 

By ticking the box to accept this Agreement the Receiving Party confirms that they have read the Agreement in full and agree to the terms and conditions as set out herein.

 

17        Entire Agreement

 

This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into by the Parties in relation to the Purpose and/or the Proposed Transaction, the terms of this Agreement shall prevail. Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof, which shall remain in full force and effect. All additions or modifications to this Agreement must be made in writing and must be signed by all Parties hereto.

 

18        Governing Law

           

This Agreement and any dispute, controversy, proceeding or claim whatsoever arising out of or in any way relating to it or its formation, including the Data Room Rules shall be governed by and construed in accordance with Irish law and each Party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

 

 

 

 

 

 

 

 

Appendix

 

Data Room Rules

 

DATA ROOM

RULES AND PROCEDURES
GOVERNING ACCESS TO AND MANAGEMENT OF THE WEBSITE DATA ROOM

 

These rules and procedures regulate the use of the Website made available to the approved Participant and Viewers in connection with the proposed sale of the Eircom Network Management Building situate at 2022 Bianconi Avenue, Citywest Business Campus, Dublin 24 (the Transaction).

1          Definitions

In these rules:

“Disclosing Parties” means the parties defined as the Disclosing Parties in the Non-Disclosure Agreement;

“Information” means any information made available via the Website;

“Non-Disclosure Agreement” means the non-disclosure agreement entered into between the Disclosing Parties and the Participant in connection with the Transaction;

“Participant” means the party identified as the Receiving Party in the Non-Disclosure Agreement and who has been granted access to the Website;

“Transaction Agreement” means the agreement(s) (if any) of whatever nature entered by the Disclosing Parties to give effect to the Transaction;

“Viewers” means the officers, employees, representatives, agents and advisers of the Participant including, unless the context admits otherwise, the Participant themselves and any other permitted recipients under the Non-Disclosure Agreement, and “Viewer”means any one of them; and

“Website” means the website data room established for the purposes of the Transaction including, for the avoidance of doubt, any and all phases within the Website.

2          General

2.1       The materials for the conduct of due diligence in respect of the Transaction are available on the Website which is hosted by Knight Frank.

2.2       In offering the Website the Disclosing Parties are making available a facility which allows the Viewers to access, via the Internet, Information relating to the Transaction. In consideration of the use of this Website the Participant and the Viewers agree to be bound by the rules set out in this document and the rules of Knight Frank disclosed on the Website (together the “Rules”) and to adhere to all procedures set out therein. The Rules apply to each and every occasion on which the Website is accessed by a Viewer.

2.3       The Participant and Viewers shall only be granted access to the Website with the prior consent of the Disclosing Parties and such consent may be withdrawn at any time without prior notice or cause. Prior to gaining admission to the Website, Viewers shall accept the terms and conditions of the Website. Without prejudice to the generality of the foregoing, any breach of the Rules may result in the Participant being excluded from the sale process.

2.4       All Viewers are reminded that the Information is being provided subject to and is to be used strictly in accordance with the terms of the Non-Disclosure Agreement signed by each Participant. Where Viewers have not signed the Non-Disclosure Agreement, the Viewers, by accessing the Website confirm that he/she/it has read or is aware of the Non-Disclosure Agreement validly countersigned by an authorised person on behalf of the Participant with which the Viewer is associated, and that the Viewer is fully aware of the obligations in the Non-Disclosure Agreement and agrees to be bound by its provisions as if he/she/it had signed the Non-Disclosure Agreement.

2.5       Viewers shall ensure that their employees and any consultants and each other person who reports to them:

(a)        are aware of their obligations in the Non-Disclosure Agreement; and

(b)        shall comply with the terms of the Non-Disclosure Agreement.

2.6       Viewers agree and acknowledge that the Rules apply to each and every occasion that the Website is accessed by a Viewer, and shall be deemed to have represented to the Disclosing Parties that the Viewer is fully aware of the Rules and gives the undertakings set out herein.

2.7       Nothing on the Website or contained in the Rules constitutes an offer by the Disclosing Parties or any other party to sell any property, asset, business or shares or to enter into any agreement or any form of invitation to treat in any way whatsoever.

2.8       Unless expressly stated in a Sale Agreement, no representation or warranty, express or implied, is or will be given, and no responsibility or liability is or will be accepted by the Disclosing Parties nor any of their respective shareholders, officers, employees or advisers as to the accuracy, reliability or completeness of any Information on the Website. In preparing the Website the Disclosing Parties have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to the Disclosing Parties by or on behalf of any third party or which was otherwise reviewed by or on behalf of the Disclosing Parties and no representation, warranty, undertaking or assurance of any kind, express or implied is or will or has been authorised to be made as to the accuracy, reliability or completeness of the Website or as to the reasonableness of any assumption contained in the Information or on which the Information is based. Neither the Disclosing Parties nor any of their respective shareholders, officers, employees or advisers will be liable to any party to whom such Information may be disclosed, for any loss or damage howsoever caused arising directly or indirectly out of the inaccuracy, unreliability or incompleteness of any of the Information, for any reliance on any statement or assumption made or contained in the Information or for any damage as a result of loss or interruption to a Viewer's access to the Website.

2.9       The Disclosing Parties shall not be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from the Website or any other information or communications made in connection with the matters set out herein. The Disclosing Parties accept no liability for the actions of any third party referred to in the Website or in particular the actions of any bidder. If successful the Participant will be required to acknowledge in the Transaction Agreement that it has not relied on or been induced to enter into the Transaction Agreement by any representation or warranties save as expressly set out in the Transaction Agreement.

2.10     The Disclosing Parties do not guarantee that access to the Website will be available at any or all times or that the Website will meet any minimum performance or security standards and the Disclosing Parties shall not be liable or responsible for any loss or damage of any nature whatsoever (whether foreseeable or not) as a direct or indirect consequence thereof. Whilst every effort is made to keep viruses and similar malicious software or code out of the Website, the Disclosing Parties do not accept any liability or responsibility for any damage done by such elements or any loss, disruption or damage to Viewers’ computer systems that may occur while accessing any Information.

2.11     The Disclosing Parties and its advisers hereby expressly reserve the right to (at their absolute discretion) alter the Rules or to suspend or terminate the right of access of any Viewers to the Website at any time and from time to time without notice.

2.12     The Participant must obtain (and will be deemed to have obtained) its own independent legal, taxation, financial, commercial, regulatory, technical and other advice in relation to the Information or otherwise made available to the Participant before or during the Transaction. Nothing in the Website should be construed as legal, taxation, financial, commercial, regulatory, technical or other advise by the Disclosing Parties for the Participant all of which the Participant acknowledges that it should seek from its own advisors.

3          Using the Website

While using the Website, Viewers must:

3.1       Take all reasonable steps to ensure that none of the Information is visible to, or capable of being, overlooked by other unauthorised persons;

3.2       Not leave their computer or other communications device through which they access the service unattended whilst connected to the Website;

3.3       Ensure that they close the browser when they have finished using the Website;

3.4       Not share his or her username and/or password with others;

3.5       Not attempt to disable or circumvent any protection software or features associated with the Website or do anything which may compromise the stability or security of the Website;

3.6       Not deface, mark, alter, modify, vary (including varying the sequence of), damage or destroy in any way any Information contained on the Website; and

3.7       Not do anything which may compromise or interfere in any way with the stability or security of the Website or any of its features.

4          Updating the Website

4.1       Further documents may be added to the Website and existing documents on the Website may be updated, replaced or removed at any time, but the Disclosing Parties undertake no obligation to (i) add, update, replace or remove Information, (ii) provide Viewers with access to any of such added, updated, replaced or removed Information or (iii) inform Viewers of any matters of which any of the Disclosing Parties become aware that may affect the Information (including, but not limited to, circumstances, developments or events occurring after the date hereof or any error or omission herein that may become apparent after the Information has been uploaded to the Website). It is the responsibility of each Viewer to check regularly whether any information has been added to, updated, replaced or removed from the Website.

4.2       Viewers may be notified by e-mail of any new, updated, replaced or removed documents that are uploaded onto the Website into all workspaces and folders to which they have access rights. The Disclosing Parties reserve the right not to notify Viewers when additional Information is published on the Website.

5          Conditions of Access

Viewers agree and acknowledge that they are being granted access to the Information contained on the Website solely in order to review the Information. Viewers understand that their access to the Website is subject to the following additional conditions:

5.1       All of the Information contained on the Website is considered confidential and is subject to the Non-Disclosure Agreement. Viewers will maintain the Information in confidence and will not disclose any of the Information to others except as expressly permitted by the Non-Disclosure Agreement.

5.2       Viewers will not attempt to download, scan, copy, print or otherwise capture any of the Information contained on the Website, except that Viewers may print Information for which the print capability has been enabled as indicated by the Website index. Viewers will not attempt to circumvent any of the security features of the Website, and will not enable or allow others to access the Website using the Viewers' authorisation to the Website.

5.3       Viewers acknowledge that the Information on the Website has been prepared to assist the Participant in making their own evaluation of the Transaction. The Disclosing Parties and their respective shareholders, representatives, directors, officers, employees, agents or advisors do not warrant or represent the Information as being all-inclusive or containing all information that may be desirable or necessary in order to properly evaluate the Transaction.

5.4       Viewers acknowledge that any statements, estimates, targets and projections comprised in the Information or the Website are not guarantees, promises, or representations or warranties of future performance and involve risks and uncertainties (many of which are beyond the Disclosing Parties’ control), and that such statements, estimates, targets and projections are based on significant assumptions and subjective judgments concerning anticipated results. These assumptions and judgments may or may not prove to be correct and there can be no assurance that any projected results are attainable or will be realized. There will usually be differences between estimated and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material.

6          Acceptance

By accessing the Website Viewers acknowledge (or are deemed to acknowledge) that they have read, understand, and agree to the terms and conditions set out in the Rules.