Crowne Plaza Memphis, TN Confidentiality Agreement
A CONFIDENTIAL OPPORTUNITY (“Opportunity”) has been identified by Paramount Lodging Advisors (“Broker”) and will be made available to qualified parties interested in acquiring the leasehold interest held by CP Memphis, LLC (“Owner”) in the Crowne Plaza Memphis Downtown, an IHG Hotel located at 300 N 2nd St, Memphis, TN 38105 (“Property”) which is subject to the Consent Order Appointing Receiver issued on or about August 2, 2023 by the Chancery Court of Tennessee for the Thirtieth Judicial Circuit at Memphis, in Cause No. CH-23-0975-2 pursuant to which Jeffrey Kolessar is court-appointed receiver (“Receiver”) of the Property at the request of the holder of the mortgage encumbering the Property (“Lender”).
Broker with will disclose certain information concerning the Property and operation of the Property to you, the undersigned person and/or company, in connection with your interest in the Opportunity. All such information, regardless of the manner in which it is furnished by Broker or its representatives shall, except as otherwise permitted hereunder, be kept strictly confidential by you and your representatives. All such information provided in connection with the Opportunity is hereinafter referred to, collectively, as the “Confidential Information.”
The Confidential Information and all related documents and information is solely for information purposes, does not purport to be all-inclusive relative to the information needed to make a purchase decision. No representation or warranty, express or implied, is made by Broker, his or her agents, employees or officers, with regard to the accuracy or completeness of the information contained in any Confidential Information with regards to Opportunity.
By requesting to participate in this Opportunity and receive copies of Confidential Information relative to the Opportunity, you agree that you will treat the Opportunity and all related Confidential Information, except for the information which is a matter of public record, in the strictest of confidence, and that you will not disclose or permit others to disclose the Opportunity or related Confidential Information to any other person or entity, except for third party advisors retained by you in writing and subject to the same confidentiality restrictions herein, to assist you in your evaluation, without prior written authorization of Receiver and Broker. Further, you agree not to use the contents of the Confidential Information related to the Opportunity in a manner detrimental to the interests of Receiver or the Owner. You agree to direct all questions regarding the Opportunity to the Broker, and you will not contact the property management staff or any employees at the Property, or the Owner without prior written authorization from Receiver and Broker. You will not tour the Property without being accompanied by a representative of Broker.
Receiver expressly reserves the right, at its sole discretion, to reject any expression of interest or offers and to terminate discussions with any party at any time with or without notice. If you do not wish to pursue negotiations to acquire the Property or negotiations are discontinued by either party, you agree to destroy or return all information to the Broker.
You acknowledge that you are acting as a principal. Finders or other brokers shall not be entitled to any fee, commissions or other compensation from Receiver, Owner or Broker related to the sale of the Property unless a cooperating broker agreement has been executed and delivered with this document.
You agree to be responsible for, and to indemnify and hold harmless Broker, Owner, Receiver, and Lender from, any breach or violation of any representation, warranty or agreement herein (and any losses resulting therefrom) by you or any of your employees, agents, or other representatives. It is expressly acknowledged and agreed that Owner, Receiver, and Lender are intended third-party beneficiaries of this agreement.
The terms of this agreement will apply to you and any related entities.