Common use of No Negotiation Clause in Contracts

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entities.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Parent nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller Parent shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller Parent shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities Rodeo Entity made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1June 22, 2010 2011 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Parent, Seller and/or Longhorn any Rodeo Entity and such third party in connection therewith. In addition, Seller Parent shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) SellerParent’s rights thereunder as it relates to the Business and the Longhorn Rodeo Entities.

No Negotiation. From During the date of this Agreement through Pre-Closing Period, neither the earlier Company, TopCo, nor any Member shall, and neither the Company, TopCo, nor any Member shall authorize or permit any Representative or Affiliate of the Closing Date Company, TopCo, or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, Member to: (a) solicit, initiate encourage, make or encourage facilitate the initiation or submission of any inquiries expression of interest, inquiry, proposal or proposals fromoffer from any Person (other than Buyer) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement, discuss understanding or negotiate arrangement with, or provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and or its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any inquiriesproposal or offer from any Person (other than Buyer) relating to a possible Acquisition Transaction. The Company, proposals each of TopCo and MidCo, and each Member shall immediately cease and cause to be terminated, all existing discussions or access negotiations with any Persons conducted with respect to, or that could lead to, a possible Acquisition Transaction. The Company, TopCo, and each Member shall promptly (and in any event within 24 hours of receipt thereof) notify Buyer orally and in writing of any inquiry, indication of interest, proposal, offer or request for non-public information relating to information prior to a possible Acquisition Transaction that is received by the Company, TopCo, or such Member during the Pre-Closing Date Period, which notice shall include: (i) the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and the terms and conditions thereof; and (ii) an accurate and complete copy of a type described all written materials, and an accurate and complete summary of all other non-written communications, in each case that are provided in connection with such inquiry, indication of interest, proposal, offer or request. The Company, TopCo, and each Member agrees that the first sentence of rights and remedies for noncompliance with this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn 6.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and such third party in connection therewith. In addition, Seller shall not release agreed that any such third party from any such confidentiality agreement (breach or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign threatened breach shall cause irreparable injury to Buyer (and that money damages would not provide an adequate remedy to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesBuyer.

No Negotiation. From During the date of this Agreement through Pre-Closing Period, (i) neither the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Company nor any of its Subsidiariesthe other Acquired Companies shall, Affiliates (ii) the Company shall ensure that no officer, director, employee or Representatives partner of the Company or any other Acquired Company shall, and (iii) the Company shall use commercially reasonable efforts to ensure that no other Representative of the Company or any other Acquired Company shall, directly or indirectly, : (a) solicit, initiate knowingly facilitate or knowingly encourage the initiation of any inquiries inquiry, proposal or proposals from, discuss offer from any Person (other than Parent or negotiate its Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and Parent or its Affiliates and RepresentativesRepresentatives acting on behalf of Parent) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any inquiriesproposal or offer from any Person (other than Parent or its Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction; provided, proposals however, that nothing contained in this Section 4.4 shall prohibit the Company from having discussions with any potential joint venture partner or access otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not contemplate the sale or issuance of any securities of any Acquired Company (unless otherwise disclosed to information Parent prior to the Closing Date date hereof) and would be intended primarily to address the needs of the Acquired Companies to find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or forecasted orders for wafers, and (y) the Company does not enter into any letter of intent or other binding agreement with respect to any of the foregoing without the prior written consent of Parent, not to be unreasonably withheld. The Company shall promptly (and in any event within 48 hours of receipt thereof) notify Parent in writing of any inquiry, proposal or offer relating to a type described in possible Acquisition Transaction (including the first sentence identity of this Section 5.5 to the full extent provided in Person making or submitting such inquiry, proposal or offer, and the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In additionterms thereof) that is received by the Company, Seller shall not release any such third party from other Acquired Company, any such confidentiality agreement (officer, director, employee or partner of the Company or any obligation thereunder) other Acquired Company or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without Knowledge of the consent Company) any other Representative of any Acquired Company during the Pre-Closing Period (in each case excluding any such third party) Seller’s rights thereunder as it relates notification and information regarding any inquiry, request or proposal made on or prior to the Business and date hereof, provided that no additional actions or communication regarding such prior proposals occur after the Longhorn Entitiesdate hereof).

No Negotiation. From During the date Pre-Closing Period, the Sellers, the Company and Blocker shall not, and shall not authorize or permit their respective Representatives or Affiliates to: (i) solicit, or knowingly encourage or knowingly facilitate the initiation or submission of, any expression of interest, inquiry, proposal or offer from any Person (other than Purchaser) relating to the purchase of all or any portion of any Blocker Entity’s or any Acquired Company’s assets (other than immaterial sales of any Acquired Company’s assets in the Ordinary Course of Business and other than the Spin-Off pursuant to the terms of this Agreement through and the earlier Spin-Off Agreements) or ownership, economic or other equity interests in any Blocker Entity or any Acquired Company, the license of any Intellectual Property of any Blocker Entity or any Acquired Company (other than any license in the Closing Date Ordinary Course of Business) or the date on which this Agreement is earlier terminated pursuant grant of any rights to Article 10distribute Company Products (other than any grant of such rights in the Ordinary Course of Business) or any merger, neither Seller nor consolidation, business combination, share exchange, recapitalization or similar transaction involving any of its SubsidiariesBlocker Entity or any Acquired Company (a “Disposition Transaction”), Affiliates (ii) participate in any discussions or Representatives shall, directly negotiations or indirectly, solicit, initiate or encourage enter into any inquiries or proposals from, discuss or negotiate agreement with, or provide any nonpublic information to or consider any inquiries or proposals fromto, any Person (other than Buyer and its Affiliates and RepresentativesPurchaser) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a Disposition Transaction or (iii) accept, discuss or negotiate any inquiriesproposal or offer from any Person (other than Purchaser) relating to a Disposition Transaction. In no event shall any Seller, proposals the Company or access Blocker accept or enter into, or authorize or permit their respective Representatives or Affiliates to accept or enter into, an agreement concerning a Disposition Transaction (other than with Purchaser) during the Pre-Closing Period. Each Seller, the Company and Blocker shall, and shall cause their respective Representatives and Affiliates to, immediately discontinue any ongoing discussions, agreements or negotiations (other than with Purchaser) relating to a possible Disposition Transaction. Each Seller, the Company and Blocker shall promptly (and in any event within 24 hours of receipt thereof) notify Purchaser orally and in writing of any expression of interest, inquiry, proposal, offer or request for non-public information prior with respect to a proposed Disposition Transaction received by such Seller, the Company, Blocker or any of their respective Representatives or Affiliates during the Pre-Closing Date Period, which notice shall include: (i) the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and the terms and conditions thereof; and (ii) an accurate and complete copy of a type described in the first sentence of this Section 5.5 to the full extent all written materials provided in the confidentiality agreement entered into between Seller and/or Longhorn and connection with such third party in connection therewith. In additioninquiry, Seller shall not release any such third party from any such confidentiality agreement (indication of interest, proposal, offer or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesrequest.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which 5.6.1 Until such time, if any, as this Agreement is earlier terminated pursuant to Article 10Section 9, neither Seller the Company nor any of its Subsidiariesthe Sellers will, Affiliates or permit their Representatives shall, to directly or indirectly, indirectly solicit, initiate initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer and its Affiliates and RepresentativesOpen Energy) relating to any transaction involving the sale of all the business or any portion assets (other than in the Ordinary Course of Business) of the BusinessCompany, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to capital stock of the Company, or any third party merger, consolidation, business combination, or similar transaction involving the Company (other than Buyer and its Affiliates and Representatives) since January 1any such proposal, 2010 with respect to or in connection with any inquiriesan “Acquisition Proposal”); provided, proposals or access to information however, that prior to receipt by the Closing Date Company, in accordance with the DGCL, of affirmative votes or written consents from Company stockholders holding a sufficient number of WaterEye Shares to adopt this Agreement and the Merger provided for herein, the Company’s Board of Directors may take the foregoing actions described in this Section 5.6 if they have been advised in an opinion of reputable legal counsel that such actions are required to discharge the Company’s directors’ fiduciary duties under applicable Legal Requirements and the Company’s Board of Directors concludes in good faith (after consultation with the Company’s financial adviser) that an Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; provided further, that the aforementioned right to take the foregoing actions in respect of a type described Superior Proposal shall terminate immediately upon receipt by the Company or its agent, in accordance with the first sentence DGCL, of affirmative votes or written consents from Company stockholders holding a sufficient number of WaterEye Shares to adopt this Agreement and the Merger provided for herein. The Company will notify the Buyer immediately if any Person makes an Acquisition Proposal; provided further that prompt notice will be delivered by the Company to Buyer upon the determination by the Company’s Board of Directors that any such Acquisition Proposal constitutes a Superior Proposal. The Company has not and will not disclose the existence of this Section 5.5 Agreement prior to public disclosure of the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesAgreement.

No Negotiation. From (a) During the Pre-Closing Period, the Acquired Corporations shall not directly or indirectly, and shall not authorize and shall use reasonable efforts not to permit any Representative of any of the Acquired Corporations to directly or indirectly to, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition; notwithstanding the foregoing, the parties agree that the Acquired Corporations shall be liable for any breach of this Section 4.4 by their Representatives. (b) The Company shall promptly notify Parent in writing upon the Company gaining Knowledge of any inquiry, proposal or offer relating to a possible Acquisition that is received by any of the Acquired Corporations or any of their respective affiliates during the Pre-Closing Period. The Company shall promptly advise Parent orally and in writing of any Acquisition (including the identity of the Person making or submitting such Acquisition and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep Parent informed with respect to the status of any such Acquisition Proposal and any material modification thereto. The Company also shall promptly request each Person that has executed, within 12 months prior to the date of this Agreement through the earlier Agreement, a confidentiality agreement in connection with its consideration of the Closing Date a possible Acquisition or the date on which this Agreement is earlier terminated pursuant equity investment to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business heretofore furnished to such Person by or on behalf of any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (Acquired Corporations to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesrequest is consistent with such agreement. SECTION 5.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which Until such time, if any, as this Agreement is earlier terminated pursuant to Article 10Section 9, neither Seller Sellers will not, nor will they cause or permit any of its Subsidiaries, Affiliates or their respective Representatives shallto, directly or indirectly, solicit, initiate initiate, or encourage any inquiries or proposals from, discuss or negotiate with, or provide any nonpublic information to or consider any inquiries or proposals fromto, any Person (other than Buyer Purchaser and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any material portion of the Longhorn Entities made available property or assets of Company or Platinum PEO or any of the membership interests or other equity interests of Company or Platinum PEO, or any merger, consolidation, business combination, or similar transaction involving Company or Platinum PEO. From the date hereof through the Closing Date, Sellers will not, directly or indirectly, enter into or authorize, or permit any Representatives or Related Persons of Company, Platinum PEO or of any of the Members to enter into, any agreement or agreement in principle with any third party (other than Buyer and its Affiliates and Representatives) since January 1Person for the acquisition of Company, 2010 with respect to Platinum PEO, or in connection with any inquiriesmaterial portion of the respective assets or properties of Company or Platinum PEO or, proposals or access to information prior to the Closing Date and of a type described in the first sentence case of the Members, any of the membership interests or other equity interests of Company or Platinum PEO (an “Acquisition Transaction”). The Sellers will inform Purchaser in writing by facsimile within twenty‑four (24) hours following the receipt by any of the Sellers or any of their Related Persons or Representatives of any bona fide inquiry, proposal, offer or bid (including the terms thereof and the identity of the Person making such inquiry, proposal, offer or bid) in respect of any Acquisition Transaction. Purchaser acknowledges that the mere receipt by the Sellers of an unsolicited inquiry or proposal regarding an Acquisition Transaction will not constitute a Breach of the Sellers’ obligations under this Section 5.5 to 5.15, but only if the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any Sellers notify Purchaser of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder unsolicited inquiry or proposal as it relates to the Business and the Longhorn Entitiesrequired by this Section 5.15.

No Negotiation. From (a) Except as permitted by this Section 5.2, during the date Interim Period, each of this Agreement through the earlier Seller and Seller Parent shall not, and each of the Closing Date or the date on which this Agreement is earlier terminated pursuant Seller and Seller Parent shall instruct and cause its directors, officers, employees and other Representatives not to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall(i), directly or indirectly, solicit, initiate initiate, knowingly encourage or encourage entertain any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals fromConfidential Information to, any other Person (other than Buyer and its Affiliates and RepresentativesBuyer) relating to regarding any merger, consolidation, business combination or similar transaction involving Seller or Seller Parent that would include all or any part of the sale Business or the sale, directly or indirectly, of all any of the Acquired Assets or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall Business (i) ensure that its Subsidiaries, Affiliates and Representatives are aware any of the provisions of this Section 5.5above, an “Alternative Transaction”) or any proposal or offer that would reasonably be expected to lead to an Alternative Transaction, (ii) engage in, participate in or otherwise continue any discussions or negotiations regarding, or furnish to any Person any non-public information with respect to, or take any other action to knowingly facilitate the making of, any proposal or offer that constitutes, or would reasonably be responsible for expected to lead to, any breaches by any such parties of this Section 5.5Alternative Transaction, and or (iii) notify Buyer promptly upon the receipt by it enter into or agree to enter into any letter of any inquiries intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or proposals from any third party other similar agreement relating to any Alternative Transaction, other than any Acceptable Confidentiality Agreement. Seller Parent and Seller shall, and Seller Parent and Seller shall cause its and their respective Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any person conducted heretofore with respect to any Alternative Transaction, or proposal or offer that would reasonably be expected to lead to any Alternative Transaction. Seller Parent will promptly inform the individuals and entities referred to in the preceding sentence of the obligations undertaken in this Section 5.2. Seller Parent will promptly request from each Person that has executed a confidentiality agreement in connection with its consideration of making an Alternative Transaction within the past two years to return or destroy (as provided in the terms of such potential transactionconfidentiality agreement) all confidential information concerning the Business and promptly terminate all physical and electronic data access previously granted to such person. Seller Parent shall promptly (but in no event later than 24 hours after any directors or executive officers of Seller Parent become aware of the occurrence of any of the events set forth in clauses (A)-(C) below and, in any event, within 72 hours) notify Buyer if (A) any Alternative Transaction or any indication of interest, proposal or offer with respect to an Alternative Transaction is received by, (B) any non-public information is requested in connection with any Alternative Transaction from, or (C) any discussions or negotiation with respect to an Alternative Transaction are sought to be initiated or continued with, it, or any of its Representatives, indicating, in connection with such notice to include notice, the name of such third party person and the material terms and conditions of any such inquiries proposals or proposals. At or prior to Closingoffers (including, Seller shall request and require the return or destruction if applicable, copies of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquirieswritten requests, proposals or access to information prior to offers, including proposed agreements) and thereafter shall keep Buyer reasonably informed, on a reasonably current basis, of the Closing Date status and material terms of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from proposals or offers (including any amendments thereto) and the status of any such confidentiality agreement (discussions or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entities.negotiations. 58

No Negotiation. From the date of this Agreement through (i). Except as specifically set forth in Section 8(E)(ii), (iii), (iv), (v) or (vi) hereof, until the earlier of the Closing Date or the date on which termination of this Agreement is earlier terminated pursuant to Article 10Section 14 hereof (the "Exclusivity Period"), neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, Sellers shall not directly or indirectly, solicitindividually or through any of their respective officers, initiate directors, stockholders, employees, representatives, agents, affiliates, or encourage any inquiries otherwise (collectively, the "Representatives") initiate, solicit or proposals fromencourage, discuss consider, evaluate, or negotiate with, provide any information respond to or consider any inquiries or proposals from, any Person (other than Buyer to say that Seller is contractually obligated not to respond, and its Affiliates and Representativesreferring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of furnishing non-public information or assistance) relating to any transaction involving the proposals, inquiries or offers from any person or entity, including, but not limited to, any Tidel stockholder ("Third Party"), or enter into any confidentiality agreement, due diligence agreement, letter of intent, purchase agreement, merger agreement or other arrangement, regarding any proposed sale of all or any portion of the BusinessPurchased Assets or control thereof, whether affected by means of a sale or exchange of shares, sale of assets, sale whether in whole or in part, merger, recapitalization, liquidation or otherwise ("Third Party Acquisition"). Except as specifically set forth in Sections 8(E)(i), (ii), (iii), (iv), (v) or (vi) hereof, during the Exclusivity Period, Sellers shall not have, and shall take reasonable efforts to cause their Representatives not to have, any discussions, conversations, negotiations or other communications relating to any Third Party Acquisition with any Third Party expressing interest therein, and shall immediately discontinue negotiations with any Third Party with which it heretofore has engaged in negotiations or discussions regarding any Third Party Acquisition. During the Exclusivity Period, Sellers immediately shall notify Buyer of stockall terms of any written inquiry, merger contact, communication, or otherwiseproposal by any Third Party with respect to any Third Party Acquisition that is received by Sellers or any of their Representatives (including Sellers' response thereto), and immediately shall provide Buyer with a copy of any such written inquiry, contact, communication or proposal. With respect to any oral inquiry, contact, communication or proposal, Sellers shall document the same in writing (including Sellers' response thereto) and TIDEL NCR Final 021805 NCR & TIDEL CONFIDENTIAL reasonably promptly provide Buyer with a copy of the same. Sellers agree that if either Seller shall (i) ensure that its Subsidiaries, Affiliates breach and Representatives are aware of the provisions fail to cure promptly any material provision of this Section 5.5, 8(E) and within twelve (ii12) be responsible for months thereafter enter into any breaches by any such parties of definitive agreement with a Third Party with whom Sellers breached this Section 5.58(E) regarding a Third Party Acquisition, and (iii) notify Buyer promptly then upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name consummation of such third party acquisition, Sellers immediately shall pay to Buyer by wire transfer (in readily available funds) Two Million Dollars $2,000,000.00 (the "Fee"), which Sellers acknowledge is reasonable under the circumstances and designed to compensate Buyer for the material terms and conditions lost opportunity to consummate the Transaction. This Fee will serve as the exclusive remedy to Buyer hereunder in the event of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any a breach by Sellers of the Longhorn Entities made available exclusivity arrangement set forth herein, including, but not limited to, Buyer's damages relative to any third party (other than its efforts, expenses and costs incurred in evaluating the Transaction. The parties acknowledge that the foregoing provisions do not necessarily require Sellers to provide Buyer and its Affiliates and Representatives) since January 1, 2010 a written summary of on-going discussions with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign nor shall Seller be required to document to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesany oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10terminated, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than the Buyer and its Affiliates and Representativesrepresentatives) relating to any transaction involving the sale of all or any portion of the Company Business, whether affected by sale of assets, sale of stockequity interests, merger or otherwise. The Seller shall (i) ensure that its Subsidiariessubsidiaries, Affiliates and Representatives representatives are aware of the provisions of this Section 5.54.5, and (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals4.5. At or prior to Closing, the Seller shall request and require the return or destruction of all confidential information concerning the Company Business or any of the Longhorn Entities Company made available to any third party (other than the Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 4.5 to the full extent provided in the confidentiality agreement entered into between the Seller and/or Longhorn the Company and such third party in connection therewith. In addition, the Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of the Buyer enforce the terms of such confidentiality agreement against such third party and assign to the Buyer (to the extent assignable without the consent of such third party) the Seller’s rights thereunder as it relates to the Company Business and the Longhorn EntitiesCompany. Nothing in this Agreement shall restrict or limit the Seller’s rights to engage in any discussions with respect to the Seller or any of its subsidiaries, assets or businesses, other than the Company.

No Negotiation. From the date of this Agreement through (a)Except as specifically set forth in Section 10.1(a), (b), (c), (d) or (e) hereof, until the earlier of the Closing Date or the date on which termination of this Agreement is earlier terminated pursuant to Article 10Section 8 hereof (the “Exclusivity Period”), neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, shall not directly or indirectly, solicitindividually or through any of their respective officers, initiate directors, stockholders, employees, representatives, agents, affiliates, or encourage any inquiries otherwise (collectively, the “Representatives”) initiate, solicit or proposals fromencourage, discuss consider, evaluate, or negotiate with, provide any information respond to or consider any inquiries or proposals from, any Person (other than Buyer to say that Seller is contractually obligated not to respond, and its Affiliates and Representativesreferring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of furnishing non-public information or assistance) relating to any transaction involving the proposals, inquiries or offers from any person or entity, (“Third Party”), or enter into any confidentiality agreement, due diligence agreement, letter of intent, purchase agreement, merger agreement or other arrangement, regarding any proposed sale of all or any portion of the BusinessPurchased Assets or control thereof, whether affected by means of a sale or exchange of shares, sale of assets, sale of stockwhether in whole or in part, merger merger, recapitalization, liquidation or otherwiseotherwise (“Third Party Acquisition”). Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5Except as specifically set forth in Sections 10.1(a), (iib), (c), (d) be responsible for any breaches by any such parties of this Section 5.5or (e) hereof, and (iii) notify Buyer promptly upon during the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In additionExclusivity Period, Seller shall not release have, and shall take reasonable efforts to cause its Representatives not to have, any discussions, conversations, negotiations or other communications relating to any Third Party Acquisition with any Third Party expressing interest therein, and shall immediately discontinue negotiations with any Third Party with which it heretofore has engaged in negotiations or discussions regarding any Third Party Acquisition. During the Exclusivity Period, Seller shall immediately notify Buyer of all terms of any written inquiry, contact, communication, or proposal by any Third Party with respect to any Third Party Acquisition that is received by Seller or any of its Representatives (including Seller’s response thereto), and immediately shall provide Buyer with a copy of any such third party from written inquiry, contact, communication or proposal. With respect to any such confidentiality oral inquiry, contact, communication or proposal, Seller shall document the same in writing (including Seller’s response thereto) and reasonably promptly provide Buyer with a copy of the same. Seller agrees that if the Seller shall breach and fail to cure promptly any material provision of this Section 10.1 and within twelve (12) months thereafter enter into any definitive agreement (or any obligation thereunder) or waivewith a Third Party, amend or alter including any of its affiliates, with whom Seller breached this Section 10.1 regarding a Third Party Acquisition, then upon the consummation of such acquisition, Seller immediately shall pay to Buyer by wire transfer (in readily available funds) $300,000 (the “Fee”), which Seller acknowledges is reasonable under the circumstances and designed to compensate Buyer for the lost opportunity to consummate the Transaction. The Fee will serve as the exclusive remedy to Buyer hereunder in the event of a breach by Seller of the exclusivity arrangement set forth herein, including, but not limited to, Buyer’s damages relative to its efforts, expenses and costs incurred in evaluating the Transaction. The parties acknowledge that the foregoing provisions do not necessarily require Seller to provide Buyer a written summary of on-going discussions with a third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign nor shall Seller be required to document to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesany oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.

No Negotiation. From During the date of this Agreement through Pre-Closing Period, the earlier of Seller shall not, the Closing Date Seller shall not authorize or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller nor permit any of its Subsidiaries, current or future Affiliates or Representatives shall, to and the Seller shall not directly or indirectly, solicit, initiate indirectly instruct or directly or indirectly encourage any Seller Member to: (a) solicit or encourage the initiation or submission of any inquiries expression of interest, inquiry, proposal or proposals fromoffer from any Person (other than the Purchaser) relating to a possible Acquisition Transaction (an “Acquisition Proposal”); (b) participate in any discussions or negotiations or enter into any agreement, discuss understanding or negotiate arrangement with, or provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and the Purchaser or its Affiliates and current or future Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any inquiriesproposal or offer from any Person (other than the Purchaser) relating to a possible Acquisition Transaction. The Seller shall promptly (and in any event within 24 hours after receipt thereof) notify the Purchaser in writing of any Acquisition Proposal that is received by the Seller or, proposals or access to information prior to the Closing Date and Knowledge of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller, any Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (Member or any obligation thereunder) of the Seller’s or waive, amend any Seller Member’s respective current or alter any future Affiliates or Representatives during the Pre-Closing Period (including the identity of the Person making or submitting such third party’s obligations thereunder and, at Acquisition Proposal and the reasonable request and expense of Buyer enforce the material terms of such Acquisition Proposal); provided, however, that if the Person making or submitting such Acquisition Proposal is a party to a confidentiality agreement against binding upon the Seller that was entered into prior to June 9, 2015 and remains in effect at the time such third party Acquisition Proposal is made, then the Seller shall promptly (and assign in any event within 24 hours after receipt thereof) (i) notify the Purchaser in writing that an Acquisition Proposal that is subject to Buyer a confidentiality agreement has been received and (to ii) provide the extent assignable without Purchaser with as much information regarding the consent identity of the Person making or submitting such Acquisition Proposal and the material terms of such third party) Seller’s rights thereunder Acquisition Proposal as it relates to can be provided without causing a breach by the Business and the Longhorn EntitiesSeller of such confidentiality agreement.

No Negotiation. From the date of (a) Except as specifically set forth in this Agreement through Section 7.5 hereof, until the earlier of the Closing Date or the date on which termination of this Agreement is earlier terminated pursuant to Article 1012 hereof (the "Exclusivity Period"), neither Globe nor Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicitindividually or through any of their respective officers, initiate directors, stockholders, employees, representatives, agents, affiliates, or encourage any inquiries otherwise (collectively, the "Representatives") initiate, solicit or proposals fromencourage, discuss or negotiate with, provide any information respond to or consider any inquiries or proposals from, any Person (other than Buyer to say that they are contractually obligated not to respond, and its Affiliates and Representativesreferring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of furnishing non-public information or assistance) relating to any transaction involving the proposals, inquiries or offers from any person or entity, including, but not limited to, any stockholder of Globe or Seller ("Third-Party"), or enter into any confidentiality agreement, due diligence agreement, letter of intent, purchase agreement, merger agreement or other arrangement, regarding any proposed sale of all or any portion of the BusinessAcquired Assets or control thereof, whether affected by means of a sale or exchange of shares, sale of assets, sale of stockwhether in whole or in part, merger merger, recapitalization, liquidation or otherwiseotherwise ("Third-Party Acquisition"). Except as specifically set forth in this Section 7.5, during the Exclusivity Period, neither Globe nor Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5have, and (iii) notify Buyer promptly upon the receipt by it of shall take reasonable efforts to cause their Representatives not to have, any inquiries discussions, conversations, negotiations or proposals from any third party other communications relating to any such potential transactionThird-Party Acquisition with any Third-Party expressing interest therein, such notice and shall immediately discontinue negotiations with any Third-Party with which it heretofore has engaged in negotiations or discussions regarding any Third-Party Acquisition (an "Existing Potential Acquiror"). During the Exclusivity Period, Globe and Seller immediately shall notify Buyer of all terms of any written inquiry, contact, communication, or proposal by any Third-Party with respect to include any Third-Party Acquisition that is received by either of them or any of their Representatives (including the name response thereto), and promptly (within 72 hours of such third party and the material terms and conditions receipt) shall provide Buyer with a copy of any such inquiries written inquiry, contact, communication or proposalsproposal. At With respect to any oral inquiry, contact, communication or prior to Closingproposal, Globe and Seller shall request document the same in writing (including the response thereto) and require the return or destruction of all confidential information concerning the Business or any reasonably promptly provide Buyer with a copy of the Longhorn Entities made available to any third party (other than Buyer and same. Seller agrees that: if this Agreement is terminated by Seller as a result of its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and acceptance of a type described Superior Proposal, then upon the earlier of such termination or acceptance, Globe and Seller immediately shall become obligated to pay and shall pay to Buyer by wire transfer (in immediately available funds) liquidated damages in the first sentence amount of this Section 5.5 One Million Dollars ($1,000,000) (the "Fee"), which Globe and Seller acknowledge is reasonable under the circumstances and designed to compensate Buyer for the full extent provided lost opportunity to consummate the Contemplated Transactions. This Fee will serve as the exclusive remedy to Buyer hereunder in the confidentiality agreement entered into between event of payment required as a result of the arrangements set forth herein, including, but not limited to, Buyer's damages relative to its efforts, expenses and costs incurred in evaluating the Contemplated Transactions. The parties acknowledge that the foregoing provisions do not necessarily require Globe or Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any to provide Buyer a written summary of such on-going discussions with a third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign nor shall Seller be required to document to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesany oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.

No Negotiation. From the date of (a) Except as specifically set forth in this Agreement through Section 7.5 hereof, until the earlier of the Closing Date or the date on which termination of this Agreement is earlier terminated pursuant to Article 1012 hereof (the "EXCLUSIVITY PERIOD"), neither Globe nor Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicitindividually or through any of their respective officers, initiate directors, stockholders, employees, representatives, agents, affiliates, or encourage any inquiries otherwise (collectively, the "REPRESENTATIVES") initiate, solicit or proposals fromencourage, discuss or negotiate with, provide any information respond to or consider any inquiries or proposals from, any Person (other than Buyer to say that they are contractually obligated not to respond, and its Affiliates and Representativesreferring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of furnishing non-public information or assistance) relating to any transaction involving the proposals, inquiries or offers from any person or entity, including, but not limited to, any stockholder of Globe or Seller ("THIRD-PARTY"), or enter into any confidentiality agreement, due diligence agreement, letter of intent, purchase agreement, merger agreement or other arrangement, regarding any proposed sale of all or any portion of the BusinessAcquired Assets or control thereof, whether affected by means of a sale or exchange of shares, sale of assets, sale of stockwhether in whole or in part, merger merger, recapitalization, liquidation or otherwiseotherwise ("THIRD-PARTY ACQUISITION"). Except as specifically set forth in this Section 7.5, during the Exclusivity Period, neither Globe nor Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5have, and (iii) notify Buyer promptly upon the receipt by it of shall take reasonable efforts to cause their Representatives not to have, any inquiries discussions, conversations, negotiations or proposals from any third party other communications relating to any such potential transactionThird-Party Acquisition with any Third-Party expressing interest therein, such notice and shall immediately discontinue negotiations with any Third-Party with which it heretofore has engaged in negotiations or discussions regarding any Third-Party Acquisition (an "EXISTING POTENTIAL ACQUIROR"). During the Exclusivity Period, Globe and Seller immediately shall notify Buyer of all terms of any written inquiry, contact, communication, or proposal by any Third-Party with respect to include any Third-Party Acquisition that is received by either of them or any of their Representatives (including the name response thereto), and promptly (within 72 hours of such third party and the material terms and conditions receipt) shall provide Buyer with a copy of any such inquiries written inquiry, contact, communication or proposalsproposal. At With respect to any oral inquiry, contact, communication or prior to Closingproposal, Globe and Seller shall request document the same in writing (including the response thereto) and require the return or destruction of all confidential information concerning the Business or any reasonably promptly provide Buyer with a copy of the Longhorn Entities made available to any third party (other than Buyer and same. Seller agrees that: if this Agreement is terminated by Seller as a result of its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and acceptance of a type described Superior Proposal, then upon the earlier of such termination or acceptance, Globe and Seller immediately shall become obligated to pay and shall pay to Buyer by wire transfer (in immediately available funds) liquidated damages in the first sentence amount of this Section 5.5 One Million Dollars ($1,000,000) (the "FEE"), which Globe and Seller acknowledge is reasonable under the circumstances and designed to compensate Buyer for the full extent provided lost opportunity to consummate the Contemplated Transactions. This Fee will serve as the exclusive remedy to Buyer hereunder in the confidentiality agreement entered into between event of payment required as a result of the arrangements set forth herein, including, but not limited to, Buyer's damages relative to its efforts, expenses and costs incurred in evaluating the Contemplated Transactions. The parties acknowledge that the foregoing provisions do not necessarily require Globe or Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any to provide Buyer a written summary of such on-going discussions with a third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign nor shall Seller be required to document to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesany oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which Until such time, if any, as this Agreement is earlier terminated pursuant to Article 10Section 11.2, neither Seller nor any of its Subsidiariesthe Sellers will not, Affiliates or and will cause the Company, the Company Subsidiaries and their respective Representatives shallnot to, directly or indirectly, (a) solicit, initiate initiate, encourage, respond to, or encourage otherwise facilitate any inquiries or proposals from, discuss or negotiate withenter into or continue any discussions, provide any information to negotiations, understandings, arrangements or consider any inquiries or proposals from, any Person agreements (other than Buyer and its Affiliates and Representativeswith the Purchaser) relating to any transaction involving the sale of all sale, lease or license of, or any portion management arrangement relating to, the business or assets (other than in the ordinary course of business) of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business Company or any of the Longhorn Entities made available to Company Subsidiaries, the sale of any third party of the Company Shares, or any merger, consolidation, business combination or similar transaction involving the Company or any of the Company Subsidiaries (each, an “Alternative Transaction”), (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Buyer and its Affiliates and Representativesthe Purchaser) since January 1, 2010 with respect to or in connection with any inquiriesinquiry, proposals offer, proposal or agreement relating to a possible Alternative Transaction, (c) afford any access to information prior the personnel, offices, facilities, properties or the books and records of the Company or any of the Company Subsidiaries to any Person (other than the Closing Date Purchaser) relating to an Alternative Transaction or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than the Purchaser) relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by any Seller, the Company, any Company Subsidiary, or any of their respective Representatives from a Person (other than the Purchaser), Sellers will promptly notify the Purchaser of the receipt of such inquiry, offer, proposal or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other parties to this Agreement or any terms of this Agreement) and of a type described in Sellers’, the first sentence of Company’s or such Company Subsidiary’s, as the case may be, unwillingness to discuss any Alternative Transaction until this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesAgreement is terminated.