Common use of Sale of Acquired Assets; Negotiations Clause in Contracts

Sale of Acquired Assets; Negotiations. None of the Sellers, the Company or Young Ones shall, and Sellers, the Company and Young Ones shall cause their respective Affiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (a) solicit, initiate, accept, consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the transactions contemplated by this Agreement or any similar transaction wherein such person or entity would directly or indirectly acquire all or any portion of the assets of the Company or ownership interests in the Company or Young Ones, or any merger, consolidation, or business combination, directly or indirectly, with or for the Company or Young Ones or all or substantially all of the Company's business, or (b) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any person or entity (other than Buyer) to do or seek any of the foregoing. None of the Sellers, the Company or Young Ones shall enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Each of Sellers, the Company and Young Ones shall promptly notify Buyer if it receives any written inquiry, proposal or offer described in this Section 5.1.4 or any verbal inquiry, proposal or offer described in this Section 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and the Company, Sellers or Young Ones, as applicable, shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Sellers', the Company's or Young Ones' obligations under this Section 5.1.

Sale of Acquired Assets; Negotiations. None of the Sellers, the Company or Young Ones shallSeller shall not, and Sellers, the Company and Young Ones Seller shall cause their its respective Affiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (a) solicit, initiate, accept, consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the transactions acquisition contemplated by this Agreement or any similar transaction wherein such person or entity would directly or indirectly acquire all or any portion of the assets of the Company Station Assets or ownership interests in the Company or Young OnesSeller, or any merger, consolidation, or business combination, directly or indirectly, with or for the Company or Young Ones Seller or all or substantially all of the CompanySeller's business, or (b) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any person or entity (other than Buyer) to do or seek any of the foregoing. None of the Sellers, the Company or Young Ones Seller shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Each of Sellers, the Company and Young Ones Seller shall promptly notify Buyer if it receives any written inquiry, proposal or offer described in this Section 5.1.4 8.1.4 or any verbal inquiry, proposal or offer described in this Section 5.1.4 8.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and the Company, Sellers or Young Ones, as applicable, Seller shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Sellers', the CompanySeller's or Young Ones' obligations under this Section 5.18.1.

Sale of Acquired Assets; Negotiations. None Neither Seller nor either of the Sellers, the Company or Young Ones Companies shall, and Sellers, Seller and the Company and Young Ones Companies shall cause their respective Affiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (a) solicit, initiate, accept, consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the transactions contemplated by this Agreement or any similar transaction wherein such person or entity would directly or indirectly acquire all or any portion of the assets of either of the Company Companies or ownership interests in either of the Company or Young OnesCompanies, or any merger, consolidation, or business combination, directly or indirectly, with or for either of the Company or Young Ones Companies or all or substantially all of either of the Company's Companies' business, or (b) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any person or entity (other than Buyer) to do or seek any of the foregoing. None Neither Seller nor either of the Sellers, the Company or Young Ones Companies shall enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Each of Sellers, Seller and the Company and Young Ones Companies shall promptly notify Buyer if it receives any written inquiry, proposal or offer described in this Section 5.1.4 or any verbal inquiry, proposal or offer described in this Section 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and the Company, Sellers such Companies or Young OnesSeller, as applicable, shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Sellers', Seller's and the Company's or Young OnesCompanies' obligations under this Section 5.1.

Sale of Acquired Assets; Negotiations. None of the Sellers, the Company or Young Ones shallSeller shall not, and Sellers, the Company and Young Ones Seller shall not cause their or permit its respective Affiliatesaffiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (ai) solicit, initiate, accept, consider, consider entertain or encourage the submission of proposals or offers from any person or entity with respect to the transactions acquisition contemplated by this Agreement or any similar transaction wherein such person or entity would directly or indirectly acquire all or any portion of the assets of the Company Acquired Assets or ownership interests in the Company or Young OnesSeller, or any merger, consolidation, or business combination, directly or indirectly, with or for the Company or Young Ones Seller or all or substantially all of the Company's businessBusiness, or (bii) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any person or entity (other than BuyerPurchaser) information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any person or entity (other than Purchaser) to do or seek any of the foregoing. None of the Sellers, the Company or Young Ones Seller shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Each of Sellers, the Company and Young Ones Seller shall promptly notify Buyer Purchaser if it receives any written inquiry, proposal or offer described in this Section 5.1.4 3.1.4 or any verbal inquiry, proposal or offer described in this Section 5.1.4 3.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and the Company, Sellers or Young Ones, as applicable, Seller shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Sellers', the CompanySeller's or Young Ones' obligations under this Section 5.13.1.4. The notification under this Section 3.1.4 shall include the identity of the person or entity making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Purchaser may reasonably request. Seller shall not provide any confidential information concerning the Business or its properties or assets to any third party other than in the ordinary course of the Business and consistent with prior practice. Seller has ceased and caused to be terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing.

Sale of Acquired Assets; Negotiations. None Neither Seller nor either of the Sellers, the Company or Young Ones Companies shall, and Sellers, Seller and the Company and Young Ones Companies shall cause their respective Affiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (a) solicit, initiate, accept, consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the transactions contemplated by this Agreement or any similar transaction wherein such person or entity would directly or indirectly acquire all or any portion of the assets of either of the Company Companies or ownership interests in either of the Company or Young OnesCompanies, or any merger, consolidation, or business combination, directly or indirectly, with or for either of the Company or Young Ones Companies or all or substantially all of either of the Company's Companies' business, or (b) participate in any negotiations regarding, or, except as required by legal process (including pursuant to discovery or agreements existing on the date hereof), furnish to any person or entity (other than Buyer) to do or seek any of the foregoing. None Neither Seller nor either of the Sellers, the Company or Young Ones Companies shall enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Each of Sellers, Seller and the Company and Young Ones Companies shall promptly notify Buyer if it receives any written inquiry, proposal or offer described in this Section 5.1.4 or any verbal inquiry, proposal or offer described in this Section 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and the Company, Sellers such Companies or Young OnesSeller, as applicable, shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Sellers', Seller's and the Company's or Young OnesCompanies' obligations under this Section 5.1.obligations