Common use of Exclusive Dealing Clause in Contracts

Exclusive Dealing. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement, Seller and Hall shall not, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, members, shareholders, representatives and advisors to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations or negotiations or enter into any agreement with (whether of a binding or nonbinding nature), or provide any information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller and Hall further agrees that it shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly notify Purchaser in writing of any proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, offer, term sheet, letter of intent, indication of interest or similar document or agreement) received by Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related thereto.

Exclusive Dealing. During Neither the Company nor Seller shall take, nor shall they permit any of their respective Affiliates, officers, directors, employees, representatives, consultants, financial advisors, attorneys, accountants or other agents to: (a) during the period from the Cut-Off Time until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms: (i) solicit, initiate discussions or engage in negotiations with any Person (whether such negotiations are initiated by the Company, an Affiliate, a third party or otherwise), other than Buyer or its Affiliates, relating to the possible acquisition of any material portion of the equity or assets of Seller or the Company (whether by way of merger, purchase of equity, purchase of assets, loan or otherwise) or a refinancing or recapitalization of the Company (an “Acquisition Transaction”); or (ii) provide non-public information or documentation with respect to the Company to any Person, other than Buyer or its Affiliates or its or their representatives, relating to an Acquisition Transaction; provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, the Company has provided information relating to the Group Companies and has afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and (b) during the period from the date of this Agreement through the Closing or the earlier termination of this Agreement, Seller and Hall shall not, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, members, shareholders, representatives and advisors to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations or negotiations or enter into any agreement with (whether of a binding or nonbinding nature), or provide any information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller and Hall further agrees that it shall, prior to until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, promptly notify Purchaser in writing of enter into any proposal definitive agreement with any Person, other than Buyer or offer relating to a possible its Affiliates effecting an Acquisition Transaction, including the identity of the Person making or submitting such proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, offer, term sheet, letter of intent, indication of interest or similar document or agreement) received by Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related thereto.

Exclusive Dealing. During the period from the date of this Agreement hereof through the Closing Date or the earlier termination of this Agreement, Seller Sellers and Hall the Company shall not, directly or indirectly, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholders, representatives advisors and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any non-public information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain accept any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller Sellers and Hall the Company further agrees agree that it they shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly (and in no event later than 24 hours after receipt thereof) notify Purchaser orally and in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) that is received by the Company or any Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related theretoDate.

Exclusive Dealing. During the period from the date of this Agreement hereof through the Closing Date or the earlier termination of this Agreement, Seller and Hall the Company shall not, directly or indirectly, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholders, representatives advisors and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any non-public information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain accept any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller and Hall the Company further agrees agree that it they shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly (and in no event later than 24 hours after receipt thereof) notify Purchaser orally and in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) that is received by the Company, any of its Subsidiaries or the Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related theretoDate.

Exclusive Dealing. During the period from From the date of this Agreement hereof through the Closing or the earlier termination of this Agreement, Seller each of the Sellers (severally and Hall not jointly) and the Company shall not, and shall cause their respective Affiliates and its and their respective officersRepresentatives not to, directors, employees, agents, consultants, members, shareholders, representatives and advisors to not, directly or indirectly: (a) enter into, take any action to encourage, initiate, solicit, facilitate continue or encourage any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate engage in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any information to, any Person (other than Purchaser Purchaser, its Affiliates and their respective Representatives) concerning any purchase of the equity securities of the Company of any of its Subsidiaries, or its Affiliates) relating to any merger or in connection with other business combination involving the Company, any sale of all or a possible material portion of the assets of the Company or any similar transaction involving the Company (any such transaction, an “Acquisition Transaction; or ”) or (cb) respond furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by any Person other than Purchaser, its Affiliates and their respective Representatives to do or entertain seek to do any of the foregoing. Each of the Sellers (severally and not jointly) and the Company has ceased and caused to be terminated, and have caused each other Person acting on its behalf, to cease and terminate, any existing discussions with any Person (other than Purchaser, its Affiliates and their respective Representatives) that relate to any Acquisition Transaction. In the event that the Company or a Seller receive an inquiry, proposal or offer from any Person (other than Purchaser with respect to an Acquisition Transaction on or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller after the date hereof, and Hall further agrees that it shall, prior to the earlier of Closing, the Closing or Company will provide Purchaser with prompt notice thereof, which notice shall include the termination of this Agreement in accordance with its termsmaterial terms of, promptly notify Purchaser in writing of any proposal or offer relating to a possible Acquisition Transaction, including and the identity of the Person making or submitting Persons making, such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, offer, term sheet, letter of intent, indication of interest or similar document or agreement) received by Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related thereto.

Exclusive Dealing. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement, each Seller and Hall shall not, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholdersadvisors, representatives and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage any inquiry, proposal proposal, or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations conversations, or negotiations or enter into any agreement with (whether of a binding or nonbinding nature), or provide any information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller and Hall further agrees that it shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly (and in no event later than twenty-four (24) hours after receipt thereof) notify Purchaser orally and in writing of any proposal inquiry, proposal, or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such proposal inquiry, proposal, or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) received by any Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related thereto.Closing. AmericasActive:13598183.18

Exclusive Dealing. During the period from the date of this Agreement Effective Date through the Closing or the earlier termination of this Agreement, Seller and Hall shall not, and shall cause their direct its Affiliates and its and their respective representatives, officers, directors, employees, agents, consultants, members, shareholders, representatives and advisors to not, directly or indirectly: : (a) initiate, solicit, facilitate or encourage any inquiry, proposal or offer from any Person (other than Purchaser Buyer or its Affiliates) relating to a possible Acquisition Alternative Transaction; ; (b) participate in any discussions, communications (except for unconditional rejection), conversations or negotiations or enter into any agreement with (whether of a binding or nonbinding nature), or provide any information to, any Person (other than Purchaser Buyer or its Affiliates) relating to or in connection with a possible Acquisition Alternative Transaction; or or (c) respond to or entertain any inquiry, proposal or offer from any Person (other than Purchaser Buyer or its Affiliates) relating to a possible Acquisition Alternative Transaction. Each of Seller and Hall further agrees that it shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly notify Purchaser Buyer in writing of any proposal or offer relating to a possible Acquisition Alternative Transaction, including the identity of the Person making or submitting such proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, offer, term sheet, letter of intent, indication of interest or similar document or agreement) received by Seller or Hall or any representative thereof of its representatives from the date of this Agreement hereof through the Closing and shall promptly provide any information reasonably requested by Purchaser Buyer related thereto.

Exclusive Dealing. During the period from the date of this Agreement through the Closing or until the earlier termination of this Agreement, Seller and Hall shall not, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, members, shareholders, representatives and advisors to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations or negotiations or enter into any agreement with (whether of a binding or nonbinding nature), or provide any information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller and Hall further agrees that it shall, prior to the earlier occur of the Closing or and the termination of this Agreement in accordance with its terms, promptly notify Purchaser in writing of any proposal or offer relating to a possible Acquisition Transaction, including the identity none of the Person making Sellers or submitting such proposal or offerthe Company shall, and none of the material terms thereof (including a copy of Sellers or the Company shall permit their respective Representatives to, directly or indirectly, solicit, initiate or conduct, or engage in, any written inquirydiscussions or negotiations with, proposalor provide any information to, offeror otherwise cooperate in any other way with, term sheetor facilitate or encourage any effort to attempt to, or enter into any Contract, letter of intent, indication memorandum of interest understanding or similar document other arrangement or agreementunderstanding with, any Person or group of Persons (other than Buyer and/or its Affiliates) concerning, or which could lead to, an Acquisition Transaction. In furtherance of and not limiting the foregoing, each of the Sellers and the Company shall, and shall cause their respective Representatives to, immediately cease and cause to be terminated (a) any and all contacts, discussions and negotiations with any Person (other than Buyer and its Affiliates and Representatives) concerning, or which could lead to, an Acquisition Transaction and (b) all physical and electronic data room access or any other access to the properties, facilities, books and records of Sellers or the Company previously granted to any Person and such Person’s Representatives. Notwithstanding the foregoing, solely with respect to an unsolicited proposal concerning an Acquisition Transaction received by Seller Sellers or Hall or any representative thereof from its Representatives after the date of this Agreement through Agreement, which unsolicited proposal did not result from a breach of this Section 6.14, Sellers may respond to such unsolicited proposal by solely indicating that Sellers and the Closing Company are subject to an exclusivity agreement and shall promptly are unable to provide any information reasonably requested related to Company or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction for as long as this Agreement remains in effect. An “Acquisition Transaction” means, in a single transaction or a series of related transactions, any of the following (other than any transaction contemplated by Purchaser related thereto.this Agreement):

Exclusive Dealing. During the period from the date execution and delivery of this Agreement through the Closing or the earlier termination of this AgreementAgreement pursuant to Section 9.01, neither the Seller and Hall shall notnor the Company shall, and the Company shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, members, shareholders, representatives and advisors to notSubsidiaries not to, directly or indirectly: (a) , take, or permit any Person acting on its or their behalf to take, any action to knowingly encourage, initiate, solicit, facilitate solicit or encourage any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate otherwise engage in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any information to, any Person (other than the Purchaser and its Affiliates and representatives) concerning, or enter into any agreement regarding the terms of, any purchase of the Units or any merger, sale of substantial assets or similar transaction involving the Company or any of its AffiliatesSubsidiaries (other than assets and services sold in the ordinary course of business and the Pre-Closing Restructuring) relating (each such transaction being referred to or in connection with herein as a possible “Proposed Acquisition Transaction; or (c) respond to or entertain any inquiry”), proposal or offer from with any Person (other than the Purchaser and its Affiliates and representatives). The Company shall terminate any and all negotiations or its Affiliates) discussions with any third party relating to a any possible Proposed Acquisition TransactionTransaction and request in writing that all nonpublic information furnished in connection therewith be returned or destroyed. Each of Seller and Hall further agrees that it shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, The Company shall promptly notify the Purchaser (orally and in writing of writing) if any proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, offer, term sheet, letter of intent, indication of interest or bona fide proposal, offer or similar document or agreement) received by Seller or Hall or communication is made to it with respect to any representative thereof from Proposed Acquisition Transaction to the date of this Agreement through the Closing Purchaser, and shall promptly provide a copy or a written description of such indication of interest, proposal or similar communication to the Purchaser, without redacting any information reasonably requested by Purchaser related theretocontained therein (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or any of their Affiliates as in effect on the date hereof).

Exclusive Dealing. During the period from the date of this Agreement hereof through the Closing Date or the earlier termination of this Agreement, Seller Parties and Hall the Companies shall not, directly or indirectly, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholders, representatives advisors and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any non-public information to, any Person (other than Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain accept any inquiry, proposal or offer from any Person (other than Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller Parties and Hall the Companies further agrees agree that it they shall, prior to the earlier of the Closing or the earlier termination of this Agreement in accordance with its terms, promptly (and in no event later than 24 hours after receipt thereof) notify Purchaser orally and in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) that is received by any Company or any Seller or Hall Party or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related theretothereof.

Exclusive Dealing. During the period from the date of this Agreement through the Closing Date or the earlier termination of this Agreement, Seller the Sellers and Hall the Company shall not, directly or indirectly, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholders, representatives advisors and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than Purchaser or its AffiliatesPurchaser) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any non-public information to, any Person (other than Purchaser or its AffiliatesPurchaser) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain accept any inquiry, proposal or offer from any Person (other than Purchaser or its AffiliatesPurchaser) relating to a possible Acquisition Transaction. Each of Seller and Hall The Company further agrees that it shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly (and in no event later than 24 hours after receipt thereof) notify Purchaser orally and in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) that is received by Seller or Hall the Company or any representative thereof of the Company from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related theretoDate.

Exclusive Dealing. During the period from the date of this Agreement hereof through the Closing Date or the earlier termination of this Agreement, the Seller Parties shall not (and Hall shall notcause the Company's Subsidiaries not to), directly or indirectly, and shall cause their Affiliates and its and their respective officers, directors, employees, agents, consultants, membersrepresentatives, shareholders, representatives advisors and advisors Affiliates to not, directly or indirectly: (a) initiate, solicit, facilitate or encourage the initiation of any inquiry, proposal or offer from any Person (other than the Purchaser or its Affiliates) relating to a possible Acquisition Transaction; (b) participate in any discussions, communications (except for unconditional rejection), conversations discussions or negotiations or enter into any agreement with (whether of a binding or nonbinding nature)with, or provide any non-public information to, any Person (other than the Purchaser or its Affiliates) relating to or in connection with a possible Acquisition Transaction; or (c) respond to or entertain accept any inquiry, proposal or offer from any Person (other than the Purchaser or its Affiliates) relating to a possible Acquisition Transaction. Each of Seller The Sellers and Hall the Company further agrees agree that it they shall, prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms, promptly (and in no event later than 24 hours after receipt thereof) notify the Purchaser orally and in writing of any inquiry, proposal or offer relating to a possible Acquisition Transaction, including the identity of the Person making or submitting such inquiry, proposal or offer, and the material terms thereof (including a copy of any written inquiry, proposal, proposal or offer, term sheet, letter of intent, indication of interest or similar document or agreement) that is received by the Company, any of its Subsidiaries or any Seller or Hall or any representative thereof from the date of this Agreement through the Closing and shall promptly provide any information reasonably requested by Purchaser related thereto.Date. 50