Common use of No-Shop Provisions Clause in Contracts

No-Shop Provisions. (a) From and after the date of the execution and delivery of this Agreement by Sellers until the earlier of (a) Closing, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers to), without the prior written consent of Buyers: (i) offer for lease or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the lease, sale or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right with respect to the sale of the assets of Houston Rehabilitation Associates, which consent right will be triggered by the execution and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) to the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise of their consent rights shall not be considered a breach of this Agreement. In the event that consent is not received, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houston.

No-Shop Provisions. (a) From and after the date of the execution and delivery of this Agreement by Sellers hereof until the earlier of (a) Closing, (b) ninety (90) days after the Closing or the termination of this Agreement by Buyers for Sellers’ breach hereunder or in accordance with Section 11.1, each Seller and the Company hereby covenants and agrees that: (ca) the date of termination of this Agreement for any other reasonit will not, Sellers shall not (and will not permit any Affiliate of its Affiliates (including the Company Subsidiaries) to, initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction, or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any of the directors, managers, officers or employees of the Company or any Company Subsidiary or any investment banker, financial advisor, attorney, accountant or other Person acting for Representative retained by any Seller or on behalf any Affiliate of any Seller to take any such action; and (b) the Sellers to)and the Company will promptly notify Buyer of all relevant terms of any such inquiries and proposals received by any Seller, without any Affiliate of any Seller or any such Representative relating to any of such matters, and if such inquiry or proposal is in writing, the prior written consent Sellers and the Company will promptly deliver or cause to be delivered to Buyer a copy of Buyerssuch inquiry or proposal. For purposes of this Agreement, “Competing Transaction” means any of the following (other than the transactions contemplated by this Agreement) involving the Company, any Company Subsidiary, the Shares or the Business: (i) offer for lease any merger, consolidation, share exchange, business combination, joint venture, partnership, or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouthsimilar transaction; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the sale, lease, sale exchange, mortgage, pledge, transfer or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller part of its assets, other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouthinventory in the Ordinary Course of Business; or (viii) furnish or cause any offer for any of the equity capital of any such Person. The Sellers and the Company represent and warrant to be furnished any information with respect Buyer that during the period from November 14, 2007 to the Purchased Assets date hereof, Sellers and the Company have negotiated exclusively with Buyer to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or reach a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right definitive agreement with respect to the sale of the assets Shares and the Business as contemplated by this Agreement and have not conducted discussions or negotiations with any other Person with respect to a Competing Transaction. The Sellers and the Company have requested the return or destruction of Houston Rehabilitation Associates, which consent right will be triggered all confidential information delivered by the execution and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) to the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise of their consent rights shall not be considered a breach of this Agreement. In the event that consent is not receivedSellers, the Purchased Assets and Assumed Liabilities associated Company or any Company Subsidiary in connection with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houstondiscussions with any third parties regarding any Competing Transaction.

No-Shop Provisions. (a) From and after the date of Immediately upon the execution and delivery of this Agreement by Sellers until Agreement, the earlier of (a) ClosingCompany will cease and cause its Subsidiaries and its and their officers, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reasondirectors, Sellers shall not (advisors, agents and will not permit any Affiliate or any other Person acting for or on behalf of Sellers to), without the prior written consent of Buyers: (i) offer for lease or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth; (ii) solicit offers representatives to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the lease, sale or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to cease any and all responses to such offerexisting activities, inquiry discussions or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right negotiations with any parties with respect to the sale of the assets Nitrogen Business or any part of Houston Rehabilitation Associatesthe Nitrogen Business in any form of transfer or the sale in any manner of the capital stock of the Company or any of its Subsidiaries. The Company and its Subsidiaries shall not, nor shall they permit any officer, director, advisor, agent or representative to solicit, initiate or participate in any discussions or negotiations with any Person relating to any Alternative Transaction or enter into any binding or non-binding agreement or letter of intent with respect to an Alternative Transaction; provided that, in each case, if and to the extent that the board of directors of the Company concludes, prior to the effectiveness of the Plan, in good faith, after consultation with the Company’s legal counsel, that an Acquisition Proposal is, or is reasonably likely to lead to the delivery of a, Superior Proposal and that the failure to engage in such discussions or negotiations, provide such information or access, enter into any letter of intent or agreement related to any Acquisition Proposal would reasonably be expected to be inconsistent with the fiduciary duties of the board of directors of the Company under applicable law, then the Company may, pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to the proponent of the Acquisition Proposal than those in the Confidentiality Agreement, participate in discussions or negotiations regarding such Acquisition Proposal, provide non-public information with respect to the Company, afford access to the properties, books or records of the Company and its Subsidiaries or enter into any letter of intent or agreement related to any Acquisition Proposal. In each case, the Company agrees that it will notify Parent and Buyer promptly (but no later than 24 hours) if, to the Knowledge of the Company, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with the Company or its officers, directors, employees, advisors, representatives or agents. Upon its receipt thereof, the Company shall promptly provide Parent and Buyer with a copy of any written Acquisition Proposal received and a written statement with respect to any non-written Acquisition Proposal received, which consent right statement shall include the identity of the parties making the Acquisition Proposal and the terms thereof, and shall promptly advise Parent and Buyer of any material modification or proposed modification thereto, and shall keep Parent and Buyer informed, on a reasonably current basis, of the status and terms of any such proposal or offers and the status of any such discussions or negotiations. The Company will be triggered by give Buyer and Parent reasonable opportunity to submit a competing bid to any Acquisition Proposal, and in any event, will not accept any Superior Proposal without giving Buyer and Parent two (2) Business Days prior notice. The Company shall not permit any potential bidder other than Buyer to have access to the execution and delivery customers of this Agreementthe Nitrogen Business. Notwithstanding anything The restrictions contained in this Section 6.8(a6.14 shall terminate thirty (30) to days after the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale earlier of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise date (i) Buyer’s financing sources have advised Buyer or Parent of their consent rights shall intention not be considered a breach of this Agreement. In to fund the event that consent transactions contemplated hereunder and (ii) if the Buyer’s financing commitment as contemplated in Exhibit K is not received, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houstonterminated.

No-Shop Provisions. (a) From Each Seller hereby covenants and after the date of the execution and delivery of agrees that, unless this Agreement by Sellers until the earlier of is terminated pursuant to Section 8.1: (ai) Closingit will not, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate of its Affiliates (including the Company or any other Person acting for of its subsidiaries) to, directly or on behalf of Sellers toindirectly (through agents or otherwise), without initiate, encourage or solicit (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the prior written consent making of Buyersany proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into or engage in any discussions or negotiations with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any manager, director, officer or employee of the Company, any subsidiary of the Company or any Seller, or any investment banker, financial advisor, attorney, accountant or other representative retained by any Seller or any of their Affiliates (including the Company or any of its subsidiaries) to take any such action; and (ii) it will promptly notify the Buyer of all relevant terms of any such inquiries and proposals received by it or any of its Affiliates (including the Company or any of its subsidiaries) or by any such manager, director, officer, employee, investment banker, financial advisor, attorney, accountant or other representative relating to any such matters, and if such inquiry or proposal is in writing, it will promptly deliver or cause to be delivered to the Buyer a copy of such inquiry or proposal. For purposes of this Agreement, “Competing Transaction” means any of the following (other than the transactions contemplated by this Agreement) involving the Company or any of its subsidiaries: (i) offer for lease any merger, consolidation, share exchange, business combination or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouthsimilar transaction; (ii) solicit offers to buy any sale, lease, exchange, mortgage, pledge, transfer or lease other disposition of all or any material portion substantially all of Purchased Assets the assets of the Company or any ownership interest in any Seller of its subsidiaries (other than HealthSouthsales of inventory in the ordinary course of business and consistent with past practice); or (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the leaseoffer, sale or other disposition transfer of any equity interests in the Purchased Assets (Company or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right with respect to the sale of the assets of Houston Rehabilitation Associates, which consent right will be triggered by the execution and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) to the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise of their consent rights shall not be considered a breach of this Agreement. In the event that consent is not received, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houstonits subsidiaries.

No-Shop Provisions. Until the earlier of the Closing or October 31, 1998, (a) From the Company and after the date of the execution Parent will each negotiate exclusively and delivery of this Agreement by Sellers until the earlier of (a) Closing, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers to), without the prior written consent of Buyers: (i) offer for lease or sale the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions good faith with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the lease, sale or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right Buyer with respect to the sale of the Company; (b) neither the Company nor Parent will, directly or indirectly (through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other Person concerning a sale of a substantial portion of the assets or business of Houston Rehabilitation Associatesthe Company, which consent right whether through an asset sale, stock sale, merger or otherwise (each, an "Acquisition Proposal"); and (c) the Company and Parent will promptly communicate to Buyer the material substance of any Acquisition Proposal that may be triggered received by the execution and delivery any of this Agreement. Notwithstanding anything them; provided that nothing contained in this Section 6.8(a) Agreement shall prevent Parent or the Company, or their respective Boards of Directors, to the contraryextent that such Board of Directors determines in good faith that such action is required to comply with its fiduciary duties to its shareholders from (i) furnishing non-public information to, or entering into discussions or negotiations with, any responses person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending an unsolicited bona fide written Acquisition Proposal by such person or entity to requests the shareholders of such party, if and only to the extent that (A) the Board of Directors of such party believes in its good faith reasonable judgment that such Acquisition Proposal is reasonably capable of being completed on the terms proposed and, after taking into account the strategic benefits anticipated to be derived from the transaction contemplated by this Agreement and the long-term prospects of Parent and Company as a combined company, would, if, consummated, result in a transaction more favorable over the long-term from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of such party determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to shareholders under applicable law and (B) prior to furnishing such non-public information pertaining to Houston Rehabilitation Associates to, who are entering into discussions or negotiations with, such person or entity, such Board of Directors receives from such partners person or the sale of the Purchased Assets owned by Houston Rehabilitation Associates entity an executed confidentiality agreement with terms no less favorable to such partners resulting from party than those contained in the exercise of their consent rights shall not be considered a breach of this Agreement. In Exclusive Negotiation and Confidentiality Agreement dated July 20, 1998 between the event that consent is not receivedCompany, Parent and Buyer (as amended, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part "Confidentiality Agreement"), such non-public information has been previously delivered to the Board of the Contemplated Transactions Directors of Buyer and the Purchase Price shall be reduced by Company or Parent advises Buyer in writing of such disclosure or negotiations, including the party to whom disclosed or with whom discussions or negotiations will occur; or (ii) complying with Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, with regard to an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houston.Acquisition Proposal. 4.3

No-Shop Provisions. (a) From and after the date of the execution and delivery of this Agreement by Sellers until the earlier of (a) Closing, (b) ninety (90) days after the termination of this Agreement by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers to), without the prior written consent of Buyers: (i) offer for lease or sale the Purchased Assets (or any material portion thereof) 41 or any ownership interest in any Seller other than HealthSouth; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the lease, sale or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouth; or (v) furnish or cause to be furnished any information with respect to the Purchased Assets to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right with respect to the sale of the assets of Houston Rehabilitation Associates, which consent right will be triggered by the execution and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) to the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise of their consent rights shall not be considered a breach of this Agreement. In the event that consent is not received, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of Houston.

No-Shop Provisions. Each Seller hereby covenants and agrees that: (a) From such Seller shall not, and after shall not permit any of such Seller’s Affiliates to, initiate, solicit or knowingly encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the date making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as defined below), or enter into discussions or negotiate with any Person in furtherance of such inquiries or to obtain a Competing Transaction, or endorse or agree to endorse any Competing Transaction, or authorize or permit any of the execution members, directors, managers, officers or employees of any of the Company or any Company Subsidiary or any investment banker, financial advisor, attorney, accountant or other representative retained by any member of the Seller Group or any Affiliate of any member of the Seller Group (collectively “Seller Representatives”) to take any such action; and delivery of this Agreement by Sellers until the earlier of (a) Closing, (b) ninety (90) days after the termination applicable Seller shall promptly notify Buyers of all relevant terms of any such inquiries and proposals received by any member of the Seller Group or any Seller Representative relating to any of such matters, and if such inquiry or proposal is in writing, the applicable Seller shall promptly deliver or cause to be delivered to Buyers a copy of such inquiry or proposal. For purposes of this Agreement Agreement, “Competing Transaction” means any of the following (other than the transactions contemplated by Buyers for Sellers’ breach hereunder or (c) the date of termination of this Agreement for any other reason, Sellers shall not (and will not permit any Affiliate or any other Person acting for or on behalf of Sellers toAgreement), without directly or indirectly, involving the prior written consent of BuyersBusiness: (i) offer for lease any merger, consolidation, share exchange, business combination or sale the Purchased Assets (similar transaction or any material portion thereof) or any ownership interest in any Seller other than HealthSouthoffer related thereto; (ii) solicit offers to buy or lease all or any material portion of Purchased Assets or any ownership interest in any Seller other than HealthSouth; (iii) hold discussions with any party (other than Buyers) looking toward such an offer or solicitation or looking toward a merger or consolidation with any Seller other than HealthSouth; (iv) enter into any agreement with any party (other than Buyers) with respect to the sale, lease, sale exchange, mortgage, pledge, transfer or other disposition of the Purchased Assets (or any material portion thereof) or any ownership interest in any Seller Assets, other than HealthSouth or with respect to any merger, consolidation or similar transaction involving any Seller other than HealthSouthin the ordinary course of business; or (viii) furnish any offer for any of the equity capital of the Companies or cause any Company Subsidiary. Each member of the Seller Group represents and warrants to be furnished any information with respect Buyers that during the period from September 1, 2011 to the Purchased Assets date hereof, the Companies and the Company Subsidiaries have negotiated exclusively with Buyers to any Person that Sellers or such Affiliate or any such Person acting for or on their behalf knows or has reason to believe is in the process of considering any such acquisition, merger, consolidation, combination or reorganization. If any Seller receives from any Person (other than from Buyers or reach a representative thereof) any offer, inquiry or informational request referred to above, such Seller will promptly advise such Person, by written notice, of the terms of this Section 6.8 and will promptly advise Buyers of such offer, inquiry or request and deliver a copy of such notice to Buyers together with a copy of all documents that constitute, relate or refer to any and all responses to such offer, inquiry or request. Sellers have advised Buyers that the partners of Houston Rehabilitation Associates have a consent right definitive agreement with respect to the sale of the assets of Houston Rehabilitation Associates, which consent right will be triggered Purchased Stock as contemplated by the execution this Agreement and delivery of this Agreement. Notwithstanding anything in this Section 6.8(a) has not conducted discussions or negotiations with any other Person with respect to the contrary, any responses to requests for information pertaining to Houston Rehabilitation Associates from such partners or the sale of the Purchased Assets owned by Houston Rehabilitation Associates to such partners resulting from the exercise of their consent rights shall not be considered a breach of this Agreement. In the event that consent is not received, the Purchased Assets and Assumed Liabilities associated with Houston Rehabilitation Associates shall not be a part of the Contemplated Transactions and the Purchase Price shall be reduced by an amount equal to amount of the Purchase Price allocated to HealthSouth Hospital of HoustonCompeting Transaction.