John Doe Real Estate Group Real Estate Company
CONFIDENTIAL MEMORANDUM Disclaimer The enclosed materials include highly-confidential information and are being furnished solely for the purpose of review by a prospective purchaser of the fee simple interest in 1156 Avenue of the Americas, New York, New York (the Property"). Neither the enclosed materials nor any information contained herein is to be used for any other purpose, or made available to any other person, without the express written consent of Principal Life Insurance Company ("Owner"), the owner of the Property. Each recipient, as a prerequisite to receiving the enclosed, should be registered with CB Richard Ellis, Inc. ("Listing Broker") as a "Registered Potential Purchaser" or as "Broker" for an identified Registered Potential Purchaser. The enclosed materials are being provided solely to facilitate the Registered Potential Purchaser's own due diligence for which it shall be fully and solely responsible. The material contained herein is based on information and sources that we believe to be reliable, but no representation or warranty, express or implied, is being made by Owner or Listing Broker or any of their respective representatives or affiliates, as to the accuracy or completeness of the information contained herein. The Registered Potential Purchaser is expected to rely upon its own investigation, evaluation and judgment as to the advisability of purchasing the Property. Neither Owner or Listing Broker shall have any liability whatsoever for the accuracy or completeness of the information contained herein, the appropriateness or correctness of any analysis included herein, or any action taken or decision made by the Registered Potential Purchaser with respect to the Property. Interested parties are expected to make their own projections, to independently review all documents and to perform their own evaluation of the value of the Property and of the risks and/or merits of purchasing the Property without reliance upon the materials contained herein. As the proposed transaction progresses, an opportunity to inspect the Property will be made available to such Registered Prospective Purchasers as Owner deems appropriate in order for such Registered Prospective Purchasers to conduct their own due diligence, including (without limitation) obtaining engineering and environmental inspections to determine the condition of the Property and the existence of any potentially hazardous material used in the construction or maintenance of the improvements or otherwise located at the site. The Owner reserves the right, at its sole discretion, to reject any or all expressions of interest or offers to purchase the Property and/or to terminate discussions with any party at any time with or without notice. This offering is made subject to omissions, correction of errors, change of price or other terms, prior sale or withdrawal from the market without notice. Owner shall have no legal commitment or obligation to any Registered Potential Purchaser reviewing the enclosed materials, performing additional investigation and/or making an offer to purchase the Property unless and until a binding written agreement for the purchase of the Property has been fully executed, delivered, and approved by Owner and any conditions to Owner's obligations thereunder have been satisfied or waived. The Listing Broker is not authorized to make any representations or agreements on behalf of Owner. The enclosed materials are the property of Owner and may be used only by parties approved by Owner. The information contained herein includes confidential proprietary information. Accordingly, the recipient hereof, by taking possession of and reviewing the information contained herein, agrees that (a) the enclosed materials and its contents are of a highly-confidential nature and will be held and treated in the strictest confidence and shall be returned to Owner promptly upon request; and (b ) the recipient shall not contact employees or tenants of the Property directly or indirectly regarding any aspect of the enclosed materials or the Property without the prior written approval of Owner. No portion of the enclosed materials may be copied or otherwise reproduced or disclosed to anyone without the prior written authorization of Owner or as otherwise provided in the Confidentiality and/or Registration Agreement executed and delivered by the recipient(s) to Listing Broker. If you do not wish to pursue this transaction, kindly return these confidential materials to Listing Broker or Owner at your earliest convenience.
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