Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. From the date hereof until the first to occur of (a) the Closing or (b) the termination of this Agreement, none of Sellers or any of their respective Representatives may (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (w) relating to any acquisition or purchase of all or any portion of the capital stock or limited liability company interests of Dunellen or CTC or all or substantially all of Dunellen’s or CTC’s assets or properties, (x) enter into any merger, consolidation or other business combination (y) enter into any recapitalization, reorganization or any other extraordinary business transaction with respect to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, and shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons with respect to any of the foregoing. Sellers shall notify Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a party.

No Solicitation or Negotiation. From The Sellers and the Company agree that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers the Sellers, the Company, or any of their respective Representatives may Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock Shares of the Company or limited liability company interests of Dunellen or CTC or all or substantially all of Dunellen’s or CTCthe Company’s assets or properties, (xB) to enter into any merger, consolidation or other consolidation, business combination (y) enter into any combination, recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Company or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The Sellers shall, and the Company shall cause their Affiliates and Representatives to, (x) immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, (y) promptly (and in any event within one (1) Business Day of the date hereof) request any such Person to promptly return or destroy all confidential information concerning the Company and the Company Subsidiaries and (z) promptly (and in any event within one (1) Business Day of the date hereof) terminate all access previously granted to such Persons to any physical or electronic data room. The Sellers and the Company shall notify Buyer promptly Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a partymade.

No Solicitation or Negotiation. From Each of the Seller and the Company agrees that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers the Seller, the Company or any of their respective Representatives may its Subsidiaries will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock equity of the Company or limited liability company interests of Dunellen or CTC its Subsidiaries or all or substantially all a substantial portion of Dunellen’s the assets of the Company or CTC’s assets or propertiesits Subsidiaries, (xB) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (yC) to enter into any a recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen the Company or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; its Subsidiaries or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shallSeller, the Company and its Subsidiaries immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated terminated, and shall cause the Company and its Subsidiaries to cease and terminate, all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers shall notify Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a party.

No Solicitation or Negotiation. From Accor agrees that between the date hereof until and the first to occur earlier of (a) the Closing or and (b) the termination of this the Master Purchase Agreement, none of Sellers Accor or any of their respective Representatives may Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the capital stock of any of the Transferred Subsidiaries or limited liability company interests the Assets (other than any of Dunellen the Retained Hotels) or CTC or all or substantially all of Dunellen’s or CTC’s assets or properties, (xB) to enter into any merger, consolidation or other consolidation, business combination (y) enter into any combination, recapitalization, reorganization or any other extraordinary business transaction with respect to Dunellen involving or CTCotherwise relating to, directly or (z) enter into indirectly, any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Transferred Subsidiaries or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, and Accor immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers shall notify Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a party.the

No Solicitation or Negotiation. From During the period between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers or any of their respective Representatives may the Warrantors shall (and each Warrantor shall cause its representatives, advisors and agents and, as applicable to such Warrantor, its officers, directors and employees, not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock Equity Securities of any Group Company or limited liability company interests assets of Dunellen or CTC or all or substantially all of Dunellen’s or CTC’s assets or propertiesany Group Company, (xB) to enter into any merger, consolidation or other business combination with any Group Company or the business of any Group Company or (yC) to enter into any a recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Group Company or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingforgoing. Sellers shall, and The Warrantors shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons Person with respect to any of the foregoingthereto. Sellers The Warrantors shall notify Buyer the Investor promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, thereto is made and shall, in any such notice to Buyerthe Investor, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates Each of the Warrantors agrees not to, without the prior written consent of the Investor, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate Warrantor is a party.

No Solicitation or Negotiation. From Each of Company and the Principal Equity Holder agrees that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or (b) the termination of this AgreementAgreement pursuant to Section 8.1 hereof, none each of Sellers or any of their Company and the Principal Equity Holder shall not, and shall cause its respective Affiliates and its and its Affiliates’ respective Representatives may not to, directly or indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock or limited liability company equity interests of Dunellen Company or CTC any of its Subsidiaries, or all material assets of Company and its Subsidiaries, taken as a whole or substantially all of Dunellen’s or CTC’s assets or properties, (xB) enter into any merger, consolidation consolidation, dissolution, recapitalization or other business combination (y) enter into any recapitalization, reorganization involving Company or any other extraordinary business transaction with respect to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; its Subsidiaries or (ii) participate in any discussions, conversationsnegotiations and other communications, negotiations or other communications regarding, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, Each of Company and the Principal Equity Holder immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers shall notify Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity Each of the Person making such proposal, offer, inquiry or contact Company and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates Principal Equity Holder agrees not to, without the prior written consent of Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement (solely with respect to a transaction of the type described in clause (i) of the first sentence of this Section 6.15) to which Sellers Company or any such Affiliate the Principal Equity Holder is a party.

No Solicitation or Negotiation. From The Seller, the Principal Seller Members and the Company agree that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers the Seller, the Principal Seller Members, the Company, or any of their respective Representatives may Affiliates, officers, managers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock Shares of the Company or limited liability company interests of Dunellen or CTC or all or substantially all of Dunellen’s or CTCthe Company’s assets or properties, (xB) to enter into any merger, consolidation or other consolidation, business combination (y) enter into any combination, recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Company or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shallThe Seller, the Principal Seller Members and the Company immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers The Seller, the Principal Seller Members and the Company shall notify Buyer Purchaser promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a partymade.

No Solicitation or Negotiation. From Each Seller agrees that, between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this AgreementAgreement in accordance with its terms, none of Sellers such Seller (or any of their its respective Representatives may Affiliates, officers, members, managers, representatives or agents) will not (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or limited liability company interests the assets and properties of Dunellen or CTC or all or substantially all of Dunellen’s or CTC’s assets or propertiesthe Company, (xB) to enter into any merger, consolidation or other business combination with the Company or the Business or (yC) to enter into any a recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen the Company or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Business or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage encourage, any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, and Each Seller immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated terminated, and shall not resume, all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Sellers shall notify Buyer promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates Each Seller agrees not to, release and to cause the Company not to, without the prior written consent of the Purchaser, release, without the prior written consent of the Purchaser, any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers any Seller or any such Affiliate the Company is a party.

No Solicitation or Negotiation. From The Company and Shareholders agree that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers the Company or the Shareholders or any of their respective Representatives may affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock equity or limited liability company interests other interest of Dunellen the Company or CTC or all or substantially all of Dunellen’s or CTC’s assets or propertiesthe Assets, (xB) to enter into any merger, consolidation or other business combination with the Company or the Business, or (yC) to enter into any a recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Company or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to to, do any of the foregoing. Sellers shall, The Company and the Shareholders immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers The Company or the Shareholders, as the case may be, shall notify Buyer the Purchasers promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyerthe Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, The Company and shall cause their Affiliates the Shareholders agree not to, without the prior written consent of the Purchasers, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate the Company is a party.

No Solicitation or Negotiation. From Seller agrees that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers Seller, the Company, the Company’s Subsidiary or any of their respective Affiliates, officers, directors, Representatives may or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock Business or limited liability company interests of Dunellen the Company or CTC its Subsidiary or all or substantially all of Dunellen’s or CTC’s assets or properties, (xB) to enter into any merger, consolidation or other consolidation, business combination (y) enter into any combination, recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen the Business or CTC, the Company or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; its Subsidiary or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, and Seller immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers Seller shall notify Buyer Purchaser promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to BuyerPurchaser, except to the extent restricted by a confidentiality agreement in effect as of the date of this Agreement, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the material terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a party.

No Solicitation or Negotiation. From Except for any divestitures or releases of Overlap Licenses and related Purchased Assets as contemplated pursuant to Section 1.8 or Section 11.3, Schurz and Sellers agree that between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or (b) and the termination of this Agreement, none for so long as Buyer is not in material breach of this Agreement, Schurz and Sellers shall not directly or any of their respective Representatives may indirectly, (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any material portion of the capital stock Business or limited liability company interests of Dunellen Sellers or CTC or all or substantially all of Dunellen’s or CTC’s assets or properties, (xB) to enter into any merger, consolidation or other consolidation, business combination (y) enter into any combination, recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen the Business or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; or (ii) participate in any material discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway with, assist or participate in, or facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Schurz and Sellers shall, and shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers For the avoidance of doubt, nothing herein shall notify Buyer promptly if in any such proposal or offer, or any inquiry by or other contact with any Person way limit Seller’s actions with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate is a partyOther Schurz Business.

No Solicitation or Negotiation. From During the period between the date hereof until of this Agreement and the first to occur earlier of (a) the Closing or and (b) the termination of this Agreement, none of Sellers or any of their respective Representatives may the Warrantors shall (and each Warrantor shall cause its representatives, advisors and agents and, as applicable to such Warrantor, its officers, directors and employees, not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wA) relating to any acquisition or purchase of all or any portion of the capital stock Equity Securities of any Group Company or limited liability company interests assets of Dunellen or CTC or all or substantially all of Dunellen’s or CTC’s assets or propertiesany Group Company, (xB) to enter into any merger, consolidation or other business combination with any Group Company or the business of any Group Company or (yC) to enter into any a recapitalization, reorganization or any other extraordinary business transaction with respect involving or otherwise relating to Dunellen or CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; Group Company or (ii) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoingforgoing. Sellers shall, and The Warrantors shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons Person with respect to any of the foregoingthereto. Sellers The Warrantors shall notify Buyer the Investors promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, thereto is made and shall, in any such notice to Buyerthe Investors, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Sellers shall not, and shall cause their Affiliates Each of the Warrantors agrees not to, without the prior written consent of the Investors, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate Warrantor is a party.

No Solicitation or Negotiation. From The Seller Parties agree that for the period from the date hereof until the first to occur earlier of (a) the Closing or (b) and the termination of this AgreementAgreement in accordance with Section 10.01, none of Sellers the Seller Parties or any of their respective Representatives may Affiliates, stockholders, officers, directors, representatives or agents shall (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (wi) relating to any acquisition or purchase of all or any portion of the capital stock or limited liability company membership interests of Dunellen the Seller or CTC any of the Purchased Assets or all or substantially all of Dunellen’s or CTC’s assets or properties, (xii) to enter into any merger, consolidation consolidation, business combination, recapitalization or other business combination (y) enter into any recapitalization, reorganization involving or otherwise relating to the Seller or any other extraordinary business transaction with respect to Dunellen or CTC, of the Purchased Assets or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the transactions contemplated by this Agreement; or (iib) participate in any discussions, conversations, negotiations or and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Sellers shall, and The Seller Parties immediately shall cause their Affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Sellers The Seller Parties shall notify Buyer the Purchaser promptly if any such proposal or offer, or any inquiry by or other contact with any Person with respect thereto, is made and shall, in any such notice to Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactmade. Sellers The Seller Parties shall not, for the period from the date hereof until the earlier of the Closing and shall cause their Affiliates not tothe termination of this Agreement in accordance with Section 10.01, without the prior written consent of the Purchaser, release any Person from, or waive any material provision of, any confidentiality or standstill agreement to which Sellers or any such Affiliate the Seller is a party.