Common use of No Solicitations Clause in Contracts

No Solicitations. From the Effective Date until the Closing Date or, if earlier, the termination of this Agreement, Sellers agree that, except as expressly permitted hereunder or as requested by the Buyer, none of the Company, the other Sellers or their respective affiliates will, (i) solicit, initiate or knowingly encourage, facilitate, or induce the making, submission or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), (ii) enter into, participate in, maintain or continue any negotiations regarding, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Sellers (other than the Company), (iii) agree to, accept or approve any transaction related to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof with respect to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), and (y) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Buyer and/or its affiliates) with respect to the sale of any of the Properties or any equity interests in any Seller (other than the Company). For the avoidance of doubt, the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating to, any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this Agreement.

No Solicitations. From (a) During the Effective Date until period from the date hereof through the Closing Date or, if earlier, or the earlier termination of this AgreementAgreement pursuant to Article IX, Sellers agree thatSeller shall not, except as expressly permitted hereunder and shall instruct its Representatives not to, directly or as requested by the Buyer, none of the Company, the other Sellers or their respective affiliates willindirectly, (i) solicitdiscuss, initiate negotiate, undertake, authorize, recommend, propose or knowingly enter into with any third party (other than Buyer, its Affiliates and its and their respective Affiliates and Representatives), either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any assets of the Company or any Subsidiary of the Company (other than in the Ordinary Course of Business or as otherwise not prohibited by Section 5.1(a)) or any capital stock of the Company or any Subsidiary of the Company other than the transactions contemplated by the Transaction Agreements (each, an “Acquisition Transaction”), (ii) facilitate, encourage, facilitatesolicit or initiate discussions, negotiations or induce the makingsubmissions of proposals or offers in respect of an Acquisition Transaction, submission (iii) furnish or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably cause to be expected furnished to lead to the acquisition by any Person (other than the Buyer Buyer, its Affiliates and its affiliatesand their respective Affiliates and Representatives) of any information concerning the business, operations, properties or assets of the Properties Company or any equity interests Subsidiary of the Company in connection with an Acquisition Transaction or (iv) otherwise cooperate in any Seller (other than the Company)way with, (ii) enter into, or assist or participate in, maintain facilitate or continue any negotiations regarding, or deliver or make available to any Person any information with respect toencourage, any inquiry, expression of interest, proposal effort or offer that constitutes, or would reasonably be expected to lead to, the acquisition attempt by any other Person (other than the Buyer Buyer, its Affiliates and its affiliatesand their respective Affiliates and Representatives) of to do or seek any of the Properties or any equity interests in any Sellers foregoing. (other than the Company)b) Seller shall, (iii) agree and shall cause its Representatives to, accept or approve any transaction related to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause to be terminated any existing discussions or negotiations with any Person Persons (other than the Buyer Buyer, its Affiliates and its affiliatesand their respective Affiliates and Representatives) conducted prior to the date hereof heretofore with respect to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), and (y) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Buyer and/or its affiliates) with respect to the sale of any of the Properties or any equity interests in any Seller (other than the Company). For the avoidance of doubt, the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating to, any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this AgreementTransaction.

No Solicitations. From Prior to the Effective Date until Time, EUA agrees: (a) that neither it nor any of its Subsidiaries shall, and it shall use its best efforts to cause its Representatives (as defined in Section 10.10) not to, knowingly initiate, solicit or encourage, directly or indirectly, any inquiries or any proposal or offer (including, without limitation, any proposal or offer to its Shareholders) with respect to a merger, consolidation or other business combination including EUA or any of its significant Subsidiaries (as defined in Rule 1-02(W) of Regulation S-X promulgated under the Closing Date orExchange Act) other than EUA Cogenex Corporation (an "EUA Significant Subsidiary"), if earlieror any acquisition or similar transaction (including, without limitation, a tender or exchange offer) involving the termination purchase of this Agreement, Sellers agree that, except as expressly permitted hereunder or as requested by the Buyer, none of the Company, the other Sellers or their respective affiliates will, (i) solicit, initiate all or knowingly encourage, facilitate, or induce any significant portion of the making, submission or announcement by any Person assets of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to the acquisition by any Person (other than the Buyer EUA and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company)Subsidiaries taken as a whole, (ii) enter into, participate in, maintain ten percent or continue more of the outstanding EUA Shares or (iii) 50% or more of the outstanding shares of the capital stock of any negotiations regarding, or deliver or make available to EUA Significant Subsidiary (any Person any information with respect to, any inquiry, expression of interest, such proposal or offer that constitutesbeing hereinafter referred to as an "Alternative Proposal"), or would reasonably be expected to lead engage in any negotiations concerning, or provide any confidential information or data to, the acquisition by or have any Person (other discussions with, any person or group relating to an Alternative Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Alternative Proposal other than the Buyer from ▇▇▇▇ and its affiliates; (b) of any of the Properties or any equity interests in any Sellers (other than the Company), (iii) agree to, accept or approve any transaction related to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof parties with respect to the acquisition by any Person Alternative Proposal; and (other than the Buyer and its affiliatesc) of that it will notify ▇▇▇▇ immediately if any of the Properties such inquiries, proposals or offers are received by, any such information is requested from, or any equity interests in any Seller (other than the Company), and (y) terminate any such negotiations or discussions under are sought to be initiated or continued with, it or any confidentialityof such persons; provided, non-disclosurehowever, document that, prior to receipt of the EUA Shareholders' Approval, nothing contained in this Section 7.08 shall prohibit the Board of Trustees of EUA from (i) furnishing information to (but only pursuant to a confidentiality agreement in customary form and information access and/or other agreements having terms and conditions no less favorable to EUA than the Confidentiality Agreement (other than as defined in Section 7.01)) or entering into discussions or negotiations with any such agreement with person or group that makes an unsolicited Alternative Proposal, if, and only to the Buyer and/or its affiliatesextent that, (A) the Board of Trustees of EUA, based upon advice of outside counsel with respect to fiduciary duties, determines in good faith that such action is necessary for the sale Board of any Trustees to act in a manner consistent with its fiduciary duties to Shareholders under applicable law, (B) the Board of Trustees of EUA has reasonably concluded in good faith (after consultation with its financial advisors) that the Properties person or any equity interests in any Seller (other group making such Alternative Proposal will have adequate sources of financing to consummate such Alternative Proposal and that such Alternative Proposal is likely to be more favorable to EUA's shareholders than the Company). For the avoidance of doubtMerger, the foregoing shall not (AC) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect prior to furnishing such information to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating discussions or negotiations with, such person or group, EUA provides written notice to ▇▇▇▇ to the effect that it is furnishing information to, any Company Acquisition or entering into discussions or negotiations with, such person or group, which notice shall identify such person or group and the material terms of the Alternative Proposal in reasonable detail, and (D) EUA keeps ▇▇▇▇ promptly informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the equity interests of extent required, complying with Rule 14e-2 promulgated under the CompanyExchange Act with regard to an Alternative Proposal. Nothing in this Section 7.08 shall (x) permit EUA to terminate this Agreement (except as specifically provided in Article IX), (y) permit EUA to enter into any agreement with respect to an Alternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, EUA shall not enter into any agreement with any person or group that provides for, or the Company’s or its affiliates’ assets or properties in any way knowingly facilitates, an Alternative Proposal (other than a confidentiality agreement under the Properties and the equity interests in any other Sellercircumstances described above)), or (Bz) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in affect any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations obligation of EUA under this Agreement.

No Solicitations. From the Effective Date until date hereof through the earlier of (i) the Closing Date or, if earlier, and (ii) the termination of date on which this Agreement, Sellers agree that, except as expressly permitted hereunder or as requested by the BuyerAgreement is terminated pursuant to Article XII, none of the Seller Parties or the Company will take (or will permit any of its Subsidiaries or Affiliates to take), nor will any of the Seller Parties or the Company authorize or permit (or permit any of its Subsidiaries or Affiliates to authorize or permit) any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any Seller Party, the Company or any such Subsidiary or Affiliate to take, directly or indirectly, any action to initiate, assist, solicit, negotiate, encourage or accept any offer or inquiry from any Person (a) to engage in any Business Combination with respect to the Company or any Subsidiary thereof, (b) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Business Combination with respect to the Company or any Subsidiary thereof or (c) to furnish or cause to be furnished any information with respect to the Company or any Subsidiary thereof to any Person who any Seller Party, the Company, any Subsidiary thereof or any Affiliate of any of them (or any such Person acting for or on behalf thereof) knows or has reason to believe is in the other Sellers or their respective affiliates will, (i) solicit, initiate or knowingly encourage, facilitateprocess of, or induce may be, considering any Business Combination with respect to the makingCompany or any Subsidiary thereof, submission other than the transactions contemplated by this Agreement. If any Seller Party, the Company, any Subsidiary thereof or announcement by any Person Affiliate of any inquiry, expression of interest, proposal them (or offer that constitutes, any such Person acting for or would reasonably be expected to lead to the acquisition by on behalf thereof) receives from any Person (other than the Buyer and Purchaser) any offer, inquiry or informational request referred to above, then the Company will promptly advise such Person, by written notice, of the terms of this Section 6.3 and, concurrently with the giving of such notice, will deliver a copy thereof to the Purchaser. Without limiting the applicability of clause (c) above, nothing in this Section 6.3 shall be construed to prohibit the Seller Parties, the Company, its affiliates) Subsidiaries or any Affiliate of any of the Properties or any equity interests in any Seller (other than the Company), (ii) enter into, participate in, maintain or continue any negotiations regardingthem from furnishing, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Sellers (other than the Company), (iii) agree to, accept or approve any transaction related to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause causing to be terminated any existing discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof furnished, information with respect to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties Company or any equity interests in any Seller (other than the Company), and (y) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Buyer and/or its affiliates) with respect Subsidiary thereof to the sale of any of the Properties or any equity interests in any Seller (other than the Company). For the avoidance of doubt, the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating to, any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company Person in response to terminate any existing negotiations or discussions an unsolicited request for such information that is not made in connection with any Company Acquisition Proposal with respect to the equity interests furtherance of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this Agreementproposed Business Combination.

No Solicitations. From and after the Effective Date execution of this Agreement and until the Closing Date or, if earlierdate the Bankruptcy Court enters the Sale Procedures Order, the termination Sellers shall not cause, authorize or permit any of this Agreementtheir Representatives, Sellers agree thatSubsidiaries or Affiliates to, except as expressly permitted hereunder directly or as requested by the Buyer, none of the Company, the other Sellers or their respective affiliates willindirectly, (ia) solicit, initiate or knowingly encourage, facilitate, or induce the making, submission or announcement by any Person of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), (ii) enter into, participate in, maintain or continue any negotiations regarding, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Sellers (other than the Company), (iii) agree to, accept or approve any transaction related to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof with respect to the acquisition by Committee, solicit, seek, initiate, negotiate, assist, facilitate or encourage the submission of, or accept or agree to, or otherwise cooperate in any Person way with any Acquisition Proposal or (b) except in the Ordinary Course of Business, furnish any non-public information to any Person, other than the Buyer Purchaser, its Affiliates or their Representatives, any pre-Petition and its affiliates) of any post-Petition secured lenders of the Properties Business, or any equity interests in any Seller (other than the Company)Committee and their Representatives, and (y) terminate any negotiations or discussions under any confidentiality, non-disclosure, document and information access and/or other agreements (other than any such agreement with the Buyer and/or its affiliates) with respect to the sale of Business or any of the Properties Acquired Assets. If Sellers or any equity interests of their Representatives, Subsidiaries or Affiliates receive from any Person any Acquisition Proposal, offer, inquiry or information request regarding the Business or any of the Acquired Assets, Sellers will promptly advise such Person, by written notice (with a copy to the Purchaser), of the terms of this Section and the Bidding Procedures and will promptly (and, in any event, within 24 hours) advise the Purchaser in writing of such Acquisition Proposal, offer, inquiry or informational request, and deliver copies of any written materials received by any Seller (other than or their Representatives at any time in connection therewith, and keep the Company). For Purchaser fully informed of the avoidance of doubttiming and contents of, and provide the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals Purchaser with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating tocopies of, any Company Acquisition Proposal with respect to the equity interests of the Company, further written or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this Agreementoral communications related thereto.

No Solicitations. From The Seller and the Effective Date until Company will not take, nor will they permit any of their Affiliates (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Closing Date or, if earlierSeller, the termination Company or any of this Agreementtheir Affiliates) to take, Sellers agree thatdirectly or indirectly, except as expressly permitted hereunder or as requested by the Buyerany action to initiate, none of the Companyassist, the other Sellers or their respective affiliates will, (i) solicit, initiate or knowingly receive, negotiate, encourage, facilitate, accept, or induce the makingapprove, submission or announcement by enter into (i) any Contract with any Person of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to the acquisition by any Person group (other than the Buyer and its affiliatesAffiliates), or (ii) any submission of, or any offer, inquiry or proposal from, any Person (A) to participate in any negotiations with or to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, the sale of the Company or its assets or the Business (or any part thereof) to any Person other than the Buyer or its Affiliates, or (B) to furnish or cause to be furnished any information with respect to the Company or the Business to any Person who the Seller or any of its Affiliates (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any acquisition of all or any part of the Company or its assets or the Business. The Seller shall immediately cease, and shall cause the Company to immediately cease, any and all existing activities, discussions or negotiations with any parties with respect to any of the foregoing. In addition, the Seller and the Company will not, and will not permit their respective Representatives, investment bankers, agents and Affiliates of any of the Properties foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any proposal for the acquisition of all or any equity interests in any Seller (other than part of the Company), (ii) enter into, participate in, maintain Company or continue any negotiations regarding, its assets or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, the acquisition Business made by any Person or group (other than the Buyer and or its affiliates) of Affiliates). If the Seller or any of the Properties its Affiliates (or any equity interests in any Sellers (other than the Company), (iiisuch Person acting for or on their behalf) agree to, accept or approve any transaction related to the acquisition by receives from any Person any offer, inquiry or informational request referred to above, the Seller shall (other than the Buyer and its affiliatesi) of any promptly advise such Person, by written notice, of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter terms of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof with respect to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company)this Section 5.9, and (yii) terminate any negotiations or discussions under any confidentialitypromptly, non-disclosureorally and in writing, document and information access and/or other agreements (other than any such agreement with advise the Buyer and/or its affiliates) with respect of such offer, inquiry or request and deliver a copy of such notice to the sale of any of the Properties or any equity interests in any Seller (other than the Company). For the avoidance of doubt, the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating to, any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this AgreementBuyer.

No Solicitations. From None of the Effective Date until the Closing Date or, if earlierSeller, the termination Company or the Subsidiaries will not take, nor will they permit any of this Agreementtheir Affiliates (or authorize or permit any investment banker, Sellers agree thatfinancial advisor, except as expressly permitted hereunder attorney, accountant or as requested other Person retained by the Buyer, none or acting for or on behalf of the CompanySeller, the other Sellers Company or any of their respective affiliates willAffiliates) to take, (i) directly or indirectly, any action to initiate, assist, solicit, initiate or knowingly receive, negotiate, encourage, facilitate, accept, or induce the makingapprove, submission or announcement by enter into (i) any Contract with any Person of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to the acquisition by any Person group (other than the Buyer and its affiliatesAffiliates), or (ii) any submission of, or any offer, inquiry or proposal from, any Person (A) to participate in any negotiations with or to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, the sale of the Company, any of the Subsidiaries or their respective assets or the Business (or any part thereof) to any Person other than the Buyer or its Affiliates, or (B) to furnish or cause to be furnished any information with respect to the Company, any of the Subsidiaries or the Business to any Person who the Seller or any of its Affiliates (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any acquisition of all or any part of the Company, any of the Subsidiaries, or their respective assets or the Business. The Seller shall immediately cease, and shall cause the Company and each of the Subsidiaries to immediately cease, any and all existing activities, discussions or negotiations with any parties with respect to any of the foregoing. In addition, none of the Seller, the Company or any of the Subsidiaries will, and will not permit their respective Representatives, investment bankers, agents and Affiliates of any of the Properties foregoing to, directly or indirectly, make or authorize any statement, recommendation or solicitation in support of any proposal for the acquisition of all or any equity interests in any Seller (other than part of the Company), (ii) enter into, participate in, maintain or continue any negotiations regarding, or deliver or make available to any Person any information with respect to, any inquiry, expression of interest, proposal the Subsidiaries or offer that constitutes, their respective assets or would reasonably be expected to lead to, the acquisition Business made by any Person or group (other than the Buyer and or its affiliates) of Affiliates). If the Seller or any of the Properties its Affiliates (or any equity interests in any Sellers (other than the Company), (iiisuch Person acting for or on their behalf) agree to, accept or approve any transaction related to the acquisition by receives from any Person any offer, inquiry or informational request referred to above, the Seller shall (other than the Buyer and its affiliatesi) of any promptly advise such Person, by written notice, of the Properties or any equity interests in any Seller (other than the Company), or (iv) enter into any letter terms of intent or any other contract relating to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company). As of the Effective Date, except as expressly permitted hereunder, Sellers agree to (x) immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Buyer and its affiliates) conducted prior to the date hereof with respect to the acquisition by any Person (other than the Buyer and its affiliates) of any of the Properties or any equity interests in any Seller (other than the Company)this Section 5.9, and (yii) terminate any negotiations or discussions under any confidentialitypromptly, non-disclosureorally and in writing, document and information access and/or other agreements (other than any such agreement with advise the Buyer and/or its affiliates) with respect of such offer, inquiry or request and deliver a copy of such notice to the sale of any of the Properties or any equity interests in any Seller (other than the Company). For the avoidance of doubt, the foregoing shall not (A) restrict the Company or its affiliates from soliciting, initiating, encouraging, facilitating or inducing proposals with respect to, or conducting any negotiations or discussions with any Person making, or entering into any agreement relating to, any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, or (B) require the Company to terminate any existing negotiations or discussions in connection with any Company Acquisition Proposal with respect to the equity interests of the Company, or the Company’s or its affiliates’ assets or properties other than the Properties and the equity interests in any other Seller, provided, in each instance, any agreement relating to a Company Acquisition Proposal shall require the Company to take all action required to permit the other Sellers to fulfill their obligations under this AgreementBuyer.