RULES AND PROCEDURES GOVERNING ACCESS TO AND MANAGEMENT OF THE DATA ROOM IN ACCESSING
AND USING THE VIRTUAL DATA ROOM.
Virtual Data Room Rules
These rules (Rules) regulate the manner in which IPB Insurance Company Limited by Guarantee (IPB) grants potential bidders (Potential Bidders, of which each is a Potential Bidder) and their advisors access to the virtual data room (VDR) containing information and documents (Information) relating to the potential purchase of 90-91 St. Stephen’s Green, Dublin 2 (the Proposed Transaction). The VDR shall be managed by IPB and hosted and maintained by Estate Create (EC).
By way of consideration for their use of the VDR, potential bidders shall agree to be bound by these Rules and EC terms and conditions and shall procure that each of their officers, employees, agents and advisors accessing the VDR shall comply with and be bound by these Rules and EC terms and conditions.
The Information is provided to you for information only in connection with your consideration of the Proposed Transaction and for no other purpose.
These Rules shall apply to each and every occasion on which the VDR is accessed by, or on behalf of, any Potential Bidder.
1. Provision of VDR
1.1 The VDR will be managed by IPB and supported by EC and can be accessed at the EC website using authorisation codes that will be allotted by EC at the direction of IPB.
1.2 IPB and its advisors may withdraw the VDR or the access of any Potential Bidder and its officers, employees, agents and advisors to the VDR at any time without notice or reason for doing so. IPB gives no assurance that the VDR will be available at any particular time, that the Information can be accessed in any format, at any download rate or at all. IPB and its advisors may, in their sole discretion, provide alternative means for accessing the Information, including the provision of a physical data room.
2. Confidentiality
2.1 Each Authorised Viewer (as defined in paragraph 5.3) agrees that the Information made available in the VDR constitutes confidential information for the purposes of the confidentiality agreement entered into between IPB and the relevant Potential Bidder in or about the date on which these Rules have been issued to the Potential Bidder (the Confidentiality Agreement). The Information (including additional documents added to the VDR from time to time) and copies of them will be supplied subject to the terms of the Confidentiality Agreement.
2.2 Each Potential Bidder confirms that it has read the Confidentiality Agreement and understands the restrictions on the use and disclosure of the Information and its obligations relating to the return, destruction and deletion (as the case may be) of the Information.
2.3 In the event that there is a conflict between the terms of the Confidentiality Agreement and these Rules, the terms of the Confidentiality Agreement shall prevail.
3. No Offer, Invitation, Representation or Warranty
3.1 In providing the Information, neither IPB nor any of its directors, officers, employees, agents, advisors or shareholders shall:
3.1.1 be making an offer or invitation to purchase any shares or assets or to enter into the Proposed Transaction and the Information shall not form the basis of any contract to enter into the Proposed Transaction; or
3.1.2 be giving investment advice and the Potential Bidder should take appropriate financial and other professional advice and rely on its own investigations in respect of the Proposed Transaction.
3.2 Neither IPB nor any of its advisors shall:
3.2.1 owe or accept any duty, responsibility or liability whatsoever (including, without limitation, in negligence) for, nor make any representation or warranty (whether express or implied) as to, the adequacy, accuracy, reliability or completeness of the Information or as to whether any assumptions on which the Information is based were reasonably made; and
3.2.2 not be liable in respect of any losses (of whatever nature) costs, claims, demands, expenses (including without limitation, legal expenses) and/or other liabilities incurred or suffered in connection with the Information.
3.3 Potential Bidders agree that they will not (and will procure that each of their Authorised Viewers will not):
3.3.1 rely on the Information and that they will not bring any action, proceedings or claim of any sort against IPB or any of its advisors where such action, proceeding or claim in any way relates to, concerns or in concerned with the provision or use of the Report or any information contained in or which reflects or is generated from the Information; and
3.3.2 neither IPB nor any of its advisors has any duty, responsibility or obligation to update the Information or to provide you with any subsequent versions of the Information (whether in draft or final form) or any other information or explanations (whether orally or in writing) in relation to the Information.
3.4 The Information is not and shall not be a complete description of all matters which would be material for consideration in connection with the Proposed Transaction. It has not been verified by IPB, its advisors or any other person.
4 .Draft Title Summary
4.1 By accessing this VDR and the draft legal title report prepared by DLA Piper Ireland LLP (DLA Piper) for IPB in connection with the Proposed Transaction (Report), you acknowledge and agree that:
4.1.1 the Report is provided to you for information only in connection with your consideration of the Proposed Transaction and for no other purpose. Accordingly, you may not use it for any other purpose;
4.1.2 the Report is provided to you on the strict understanding that neither the DLA Piper nor any person from DLA Piper:
4.1.2.1 owe or accept any duty, responsibility or liability whatsoever (including, without limitation, in negligence) to you or any person to whom you provide the Report; and
4.1.2.2 shall be liable in respect of any losses (of whatever nature), costs, claims, demands, expenses (including, without limitation, legal expenses) and/or other liabilities incurred or suffered by you or any such person, in connection with the Report (including, without limitation, any information contained in or which reflects or is generated from the Report, or the provision or use of the Report or such information);
4.1.3 you will not (and you will procure that each of your Authorised Viewers will not) rely on the Report and you will not (and you will procure that each such Authorised Viewer will not) bring any action, proceedings or claim of any sort against DLA Piper and/or any person from DLA Piper where such action, proceeding or claim in any way relates to concerns or is connected with the provision or use of the Report or any information contained in or which reflects or is generated from the Report;
4.1.4 neither DLA Piper nor any person from DLA Piper has any duty, responsibility or obligation to update the Report or to provide you with any subsequent versions of the Report (whether in draft or final form) or any other information or explanations (whether orally or in writing) in relation to the Report or any of our due diligence findings (Further Due Diligence Report). If, however, any such Further Due Diligence Report is provided to you, you agree and acknowledge that these terms and conditions shall apply to such Further Due Diligence Report;
4.1.5 neither DLA Piper nor any person from DLA Piper gives any warranty, representation or assurance (express or implied) as to the accuracy or completeness of the Report or the information contained in it; and
4.1.6 you shall procure that each Authorised Viewer to whom you make the Report available complies with these terms and you shall be responsible for any non-compliance by any such Authorised Viewer with such terms.
5. Authorisation Process
5.1 The Potential Bidder will be required to provide IPB in writing with a list of its team members to whom they wish to give access to the VDR (the Viewer List from which each is a Viewer), together with details of their position within the relevant company or firm and contact details, including email address. The list should also include a person who will act as the Potential Bidder’s designated team leader in respect of all matters relating to the VDR who will be authorised to submit queries relating to the Information in accordance with paragraph 9 (the Viewer Co-ordinator)
5.2 Once IPB approves the Viewer List as having access to the VDR, each Viewer will receive an email which will contain a link to the VDR and EC’s user guide which will provide guidance on the VDR and other matters relating to use of the VDR (including printing and downloading, subject to these Rules). The Viewer will then be able to access the VDR.
5.3 Each Viewer may only have access to the VDR with the consent of IPB. Consent may be withdrawn at any time at IPB’s absolute discretion and without prior notice. Only a Viewer who has received the email referred to in paragraph 5.2 shall become an authorised viewer (Authorised Viewer).
5.4 Access to the VDR shall be conditional upon Potential Bidders accepting these Rules. By accepting these Rules, a Potential Bidder confirms that it agrees, and agrees to procure that each of its Authorised Viewers agrees, to comply with these Rules and acknowledges that it is bound by all the terms of the Confidentiality Agreement.
6.1 The VDR will be accessible 24 hours a day, 7 days a week, subject to EC suspending its service temporarily for technical or maintenance reasons or to update the VDR.
6.2 Access to individual folders within the VDR may be restricted to certain groups of Authorised Viewers. Potential Bidders and their Authorised Viewers will only have access to, and visibility of, the workspaces, folders, sub-folders or documents to which they have been granted access.
6.3 For security reasons, if an Authorised Viewer is inactive in the VDR for a period of time fixed by EC, their session will automatically expire and he/she will be required to repeat the log-in process.
6.4 Authorised Viewers must:
6.4.1 not share with, or disclose their username or password to, any other person (including other Authorised Viewers);
6.4.2 not share information with any person except as permitted by the terms of the Confidentiality Agreement;
6.4.3 not access the VDR from a shared computer, an internet cafe or other place where the public has access;
6.4.4 not leave their computer or other device through which they access the VDR unattended at any time whilst they are logged into the VDR;
6.4.5 ensure that they fully exit the VDR and close the browser at the end of each session;
6.4.6 not alter, modify, vary (including varying the sequence of), corrupt, damage or destroy in any way any Information contained in the VDR or the systems on which the VDR is held;
6.4.7 not interfere with or attempt to disable the protection software associated with the VDR; and
6.4.8 omply with any instructions from, and submit to any security procedures required by IPB or EC.
6.5 All Authorised Viewers shall comply with all applicable laws and regulations in accessing the VDR and they may not introduce any computer virus, trojan horse, work or other destructive code to the VDR or the systems on which the VDR is held.
6.6 In the event of any dispute as to whether the Potential Bidder, any Authorised Viewers or any other persons have accessed or used the VDR, viewed or uploaded any Information or performed any other activity within the VDR, the records (including, without limitation, any real-time reports) produced or maintained by, or made available by EC to IPB that relate to such access or activity shall be deemed conclusive evidence of such access or activity.
7. Contents of the VDR
7.1 The VDR will be organised and structured in different sections to facilitate navigation of the Information and is available remotely via an internet connection.
7.2 Further materials and documentation may be added to the VDR from time to time and it is the responsibility of the Potential Bidder and/or its advisors to check the VDR for amendments.
7.3 IPB reserves the right to withhold any Information from the VDR at any time for reasons of confidentiality, commercial sensitivity or any other reason at IPB’s sole discretion.
7.4 Neither IPB nor its advisors undertake any obligation to provide the Potential Bidder and its advisors with additional information or to update or correct any inaccuracies which may become apparent in the Information.
7.5 Authorised Viewers shall not post any information or materials to the VDR or create links from the VDR to any information or material that infringes or may infringe any third party’s intellectual property rights. IPB may procure the removal of information or material which it suspects may infringe any such rights and indefinitely prohibit the access of the Authorised Viewer who has posted such information or material.
7.6 Information within the VDR may be watermarked, redacted or otherwise altered by IPB in order to protect its confidentiality, commercial sensitivity, contents that contain personal information or for any other reason that IPB consider appropriate.
7.7 No Information may be defaced, marked, altered, modified or varied in any way.
8. Downloading and Printing
8.1 Authorised Viewers will not attempt to download, scan, copy, print or otherwise capture in any manner any of the Information without the consent in writing of IPB (which may be withheld in its absolute discretion) or unless such Information is made available as downloadable or printable. Authorised Viewers will not attempt to circumvent any of the security features in the VDR.
8,2 In the event that any Authorised Viewer succeeds in downloading, scanning, copying, printing or otherwise capturing in any manner any of the Information without such consent, he shall immediately refrain from such action and immediately notify IPB.
9. Unauthorised Access
If an Authorised Viewer gains access to any section of the VDR and/or Information to which he knows or suspects or should reasonably have known or suspected that he/she should not have access:
9.1.1 he/she must immediately exit that section and inform IPB of such unauthorised access; and
9.1.2 he/she shall not divulge to any person the fact of the unauthorised access, save where required to do so by a court order.
10. Remedies
10.1 Without prejudice to any rights or remedies which IPB may have, each Potential Bidder acknowledges and agrees that damages alone would not be an adequate remedy for any breach by its Authorised Viewers of the provisions of these Rules and that accordingly, IPB and its advisors shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Rules and no proof of special damages shall be necessary to enforce these Rules.
11. Waiver
11.1 The rights of IPB in respect of a breach of these Rules shall not be affected by the giving of time or other indulgence to any person nor by any other cause except a specific waiver in writing, which may be subject to any condition which it, in its absolute discretion, thinks fit. Such waiver shall not prejudice or affect any remaining rights or remedies of IPB provided by law or by these Rules. Unless otherwise expressly stated, any waiver shall be effective only in respect of the particular matter and purpose for which it is given.
12. Amendment to these Rules
12.1 IPB and its advisors shall be entitled at any time to amend and modify these Rules by giving notice to Potential Bidders.
By clicking on the "Accept" button below, you acknowledge and confirm to IPB that:
1. you have read, understand and agree to comply with, and be bound by, the Rules set out above; and
2. you are an Authorised Viewer of the VDR to whom log-in details and a user-ID and password have been issued by or on behalf of IPB and that you have not received the log-in details, user-ID or password by unauthorised means.
