Common use of No Solicitation or Negotiation Clause in Contracts

No Solicitation or Negotiation. Each of the Seller and the Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, the Company or its Subsidiaries will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries immediately shall cease and cause to be 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.

No Solicitation or Negotiation. Each of the Seller The Sellers and the Company agrees agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellerSellers, the Company Company, or its Subsidiaries any of their respective Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity Shares of the Company or its Subsidiaries the Company’s assets or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, The Sellers and the Company and its Subsidiaries shall (x) immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, 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 Purchaser promptly, and in any event, within twenty-four (24) hours, if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.

No Solicitation or Negotiation. Each of the Seller and the Company agrees that between From the date of this Agreement and hereof until the earlier first to occur of (a) the Closing and or (b) the termination of this Agreement, none of the Seller, the Company Sellers or its Subsidiaries will any of their respective Representatives may (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aw) relating to any acquisition or purchase of all or any portion of the equity capital stock or limited liability company interests of the Company Dunellen or its Subsidiaries CTC or all or a substantial portion substantially all of the Dunellen’s or CTC’s assets of the Company or its Subsidiariesproperties, (Bx) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (Cy) to enter into a any recapitalization, reorganization or any other extraordinary business transaction involving with respect to Dunellen or otherwise relating CTC, or (z) enter into any other transaction that would interfere with the ability of the Sellers to consummate the Company or its Subsidiaries transactions contemplated by this Agreement; or (ii) participate in any discussions, conversations, negotiations and 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. SellerSellers shall, the Company and its Subsidiaries shall cause their Affiliates and Representatives to, immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, 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.

No Solicitation or Negotiation. Each of the Seller and the Company agrees that Except as otherwise specifically contemplated by this Agreement, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of neither the SellerSellers, the Company Company, the Company’s Affiliates, nor their respective officers, directors, representatives or its Subsidiaries agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity capital stock of the Company or any of its Subsidiaries or all or a substantial portion any of the assets of the Company or its Subsidiariestheir material assets, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a consolidation, combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries or (ii) knowingly participate in any discussions, conversations, negotiations 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. SellerThe Sellers shall notify the Buyer promptly if any such proposal or offer, or any substantive inquiry or other contact with any Person after the date hereof with respect thereto, is made and shall, in any such notice to the 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 (unless such proposal or offer was unsolicited and its disclosure would subject the Company or the Sellers to liability to the party which made such proposal or offer). The Sellers and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries will not, without the prior written consent of the Buyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to cease and terminate, all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to which any of the foregoingSellers or the Company is a party.

No Solicitation or Negotiation. Each of the Seller and the Company agrees Sellers agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none of neither Sellers nor the SellerCompanies, the Company or its Subsidiaries as applicable, will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any other Person (A) relating to any acquisition or purchase of all or any portion of the equity of the Company or its Subsidiaries Companies or all or a substantial portion of the assets of the Company Companies or its Subsidiaries, relating to the acquisition or purchase of the Transferred Assets or (B) to enter into any merger, consolidation or other business combination with Sellers or either of the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries Companies or (ii) participate in any discussions, conversations, negotiations 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. SellerSellers shall, and Seller Parent shall cause the Company and its Subsidiaries Companies to, immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing, other than the Purchaser.

No Solicitation or Negotiation. Each of During the Seller and the Company agrees that period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellerWarrantors shall (and each Warrantor shall cause its representatives, the Company or advisors and agents and, as applicable to such Warrantor, its Subsidiaries will officers, directors and employees, not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity Equity Securities of the any Group Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiariesany Group Company, (B) to enter into any merger, consolidation or other business combination with the any Group Company or its Subsidiaries the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries The Warrantors shall immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons conducted heretofore Person with respect thereto. The Warrantors shall notify the Investors promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto is made and shall, in any such notice to any the Investors, indicate in reasonable detail the identity of the foregoingPerson making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. 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 such Warrantor is a party.

No Solicitation or Negotiation. Each of the Seller The Company and the Company agrees Shareholders agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, the Company or its Subsidiaries the Shareholders or any of their respective affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity or other interest of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its SubsidiariesAssets, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries the Business, or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, the The Company and its Subsidiaries the Shareholders immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Company or the Shareholders, as the case may be, shall notify the Purchasers promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the 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. The Company and 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 the Company is a party.

No Solicitation or Negotiation. Each of the Seller and the The Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, neither the Company nor any of its respective affiliates, officers, directors, representatives or its Subsidiaries agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person person (A) relating to any acquisition or purchase of all or any portion of the equity capital stock of the Company or its Subsidiaries or all or a substantial portion of the assets of the Company (other than inventory to be sold in the ordinary course of business consistent with past practice or relating to the closure of its Subsidiariescentral kitchens), (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person 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 person to seek to do any of the foregoing. Seller, the The Company and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons persons conducted heretofore with respect to to, any of the foregoing. The Company shall notify the Purchasers promptly if any such proposal or offer, or any inquiry or other contact with any person with respect thereto, is made and shall, in any such notice to the Purchasers, 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. The Company agrees 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 the Company is a party.

No Solicitation or Negotiation. Each of During the Seller and the Company agrees that period between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the SellerWarrantors shall (and each Warrantor shall cause its representatives, the Company or advisors and agents and, as applicable to such Warrantor, its Subsidiaries will officers, directors and employees, not to) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity Equity Securities of the any Group Company or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiariesany Group Company, (B) to enter into any merger, consolidation or other business combination with the any Group Company or its Subsidiaries the business of any Group Company or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the any Group Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries The Warrantors shall immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and such proposal or offer, or any inquiry or other communications contact with any Persons conducted heretofore Person with respect thereto. The Warrantors shall notify the Investor promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto is made and shall, in any such notice to any the Investor, indicate in reasonable detail the identity of the foregoingPerson making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. 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 such Warrantor is a party.

No Solicitation or Negotiation. Each of the Seller and the Company agrees that that, between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with its terms, none such Seller (or any of the Sellerits respective Affiliates, the Company officers, members, managers, representatives or its Subsidiaries agents) will not (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity capital stock of the Company or its Subsidiaries or all or a substantial portion the assets and properties of the assets of the Company or its SubsidiariesCompany, (B) to enter into any merger, consolidation or other business combination with the Company or its Subsidiaries the Business or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries the Business or (ii) participate in any discussions, conversations, negotiations and 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. Seller, the Company and its Subsidiaries Each Seller immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminatenot resume, all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Each Seller agrees not to, 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 any Seller or the Company is a party.

No Solicitation or Negotiation. Each of the Seller and the Company Accor agrees that between the date of this Agreement hereof and the earlier of (a) the Closing and (b) the termination of this the Master Purchase Agreement, none of the SellerAccor or any of their respective Affiliates, the Company officers, directors, representatives or its Subsidiaries agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase purchase, directly or indirectly, of all or any portion of the equity capital stock of any of the Company or its Transferred Subsidiaries or all or a substantial portion the Assets (other than any of the assets of the Company Retained Hotels) or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to to, directly or indirectly, any of the Company or its Transferred Subsidiaries or (ii) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries Accor immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing.the

No Solicitation or Negotiation. Each of the Seller and the Company agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, the Company Company, the Company’s Subsidiary or its Subsidiaries any of their respective Affiliates, officers, directors, Representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity of Business or the Company or its Subsidiaries Subsidiary or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business or the Company or its Subsidiaries Subsidiary or (ii) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries Seller immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Seller shall notify Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Purchaser, except to the extent restricted by a confidentiality agreement in effect as of the date of this Agreement, indicate the material terms and conditions of such proposal, offer, inquiry or other contact.

No Solicitation or Negotiation. Each of The Seller, the Principal Seller Members and the Company agrees agree that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Seller, the Company Principal Seller Members, the Company, or its Subsidiaries any of their respective Affiliates, officers, managers, directors, representatives or agents will (i) solicit, initiate, consider, knowingly encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the equity Shares of the Company or its Subsidiaries the Company’s assets or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation or other consolidation, business combination with the Company or its Subsidiaries or (C) to enter into a combination, recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and 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. The Seller, the Principal Seller Members and the Company and its Subsidiaries immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller, the Principal Seller Members and the Company shall notify Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made.

No Solicitation or Negotiation. Each of the Seller The Operating Company, Sellers and the Company agrees Partners agree that between from the date of this Agreement and to the earlier of (a) the Closing and (b) or the termination of this Agreement, none of the SellerSellers, the Operating Company or its Subsidiaries will the Company Partners shall, and each shall use commercially reasonable efforts to cause their respective directors, officers, employees and representatives not to, directly or indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to (A) relating to any acquisition or purchase of all or any material portion of the Company’s or any Company Subsidiary’s business or assets or any Interests or other equity interests of the any Company Subsidiary or its Subsidiaries or all or a substantial portion of the assets of the Company or its Subsidiaries, (B) to enter into any merger, consolidation consideration or other business combination with any of the Company or its Subsidiaries or (C) to enter into a recapitalizationany Company Subsidiary, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, 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. Sellerforegoing or (iii) consider, the Company and its Subsidiaries immediately shall cease and cause entertain or accept any proposal from any Person to be 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 do any of the foregoing; provided that notwithstanding anything herein to the contrary, any actions taken by the Company or a Company Subsidiary in accordance with or otherwise permitted by Section 6.01 shall not be deemed to be a violation of this Section 6.09.

No Solicitation or Negotiation. Each of The Seller Parties agree that for the Seller and the Company agrees that between period from the date of this Agreement and hereof until the earlier of (a) the Closing and (b) the termination of this AgreementAgreement in accordance with Section 10.01, none of the SellerSeller Parties or any of their respective Affiliates, the Company stockholders, officers, directors, representatives or its Subsidiaries will agents shall (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all or any portion of the equity membership interests of the Company Seller or its Subsidiaries or all or a substantial portion any of the assets of the Company Purchased Assets or its Subsidiaries, (Bii) to enter into any merger, consolidation consolidation, business combination, recapitalization or other business combination with the Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company Seller or its Subsidiaries any of the Purchased Assets or (iib) participate in any discussions, conversations, negotiations 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. Seller, the Company and its Subsidiaries The Seller Parties immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. The Seller Parties shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. The Seller Parties shall not, for the period from the date hereof until the earlier of the Closing and the 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 agreement to which the Seller is a party.

No Solicitation or Negotiation. Each of the Seller Company and the Company Principal Equity Holder agrees that between the date of this Agreement and the earlier of (a) the Closing and or (b) the termination of this AgreementAgreement pursuant to Section 8.1 hereof, none each of Company and the SellerPrincipal Equity Holder shall not, the Company and shall cause its respective Affiliates and its and its Affiliates’ respective Representatives not to, directly or its Subsidiaries will indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion equity interests of the equity of the Company or its Subsidiaries or all or a substantial portion any of the assets of the Company or its Subsidiaries, or material assets of Company and its Subsidiaries, taken as a whole or (B) to enter into any merger, consolidation consolidation, dissolution, recapitalization or other business combination with the involving Company or its Subsidiaries or (C) to enter into a recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or of its Subsidiaries or (ii) participate in any discussions, conversations, negotiations and other communications regardingcommunications, 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. Seller, the Each of Company and its Subsidiaries the Principal Equity Holder immediately shall cease and cause to be terminated, and shall cause the Company and its Subsidiaries to cease and terminate, terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Each of Company and the Principal Equity Holder agrees not to, without the prior written consent of Purchaser, release any Person from, or waive any provision of, any confidentiality 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 Company or the Principal Equity Holder is a party.