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

Sale of Acquired Assets; Negotiations. Seller shall not, and Seller shall not cause or permit its respective affiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors to, (i) solicit, initiate, accept, consider entertain or encourage the submission of proposals or offers from any person or entity with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such person or entity would acquire all or any portion of the Acquired Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller or all or substantially all of the Business, or (ii) 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 Purchaser) 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. Seller shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Seller shall promptly notify Purchaser if it receives any written inquiry, proposal or offer described in this Section 3.1.4 or any verbal inquiry, proposal or offer described in this Section 3.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and Seller shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Seller's obligations under this Section 3.1.4. 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. Neither Seller shall notnor either of the Companies shall, and Seller and the Companies shall not cause or permit its their respective affiliatesAffiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (ia) solicit, initiate, accept, consider consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the acquisition 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 Acquired Assets assets of either of the Companies or ownership interests in Sellereither of the Companies, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller either of the Companies or all or substantially all of either of the BusinessCompanies' business, or (iib) 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 Purchaser) 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 PurchaserBuyer) to do or seek any of the foregoing. Neither Seller nor either of the Companies 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 Seller and the Companies shall promptly notify Purchaser Buyer if it receives any written inquiry, proposal or offer described in this Section 3.1.4 5.1.4 or any verbal inquiry, proposal or offer described in this Section 3.1.4 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and Seller such Companies or Seller, as applicable, shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Seller's and the Companies' obligations under this Section 3.1.4. 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 foregoing5.1.

Sale of Acquired Assets; Negotiations. Neither Seller shall notnor either of the Companies shall, and Seller and the Companies shall not cause or permit its their respective affiliatesAffiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (ia) solicit, initiate, accept, consider consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the acquisition 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 Acquired Assets assets of either of the Companies or ownership interests in Sellereither of the Companies, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller either of the Companies or all or substantially all of either of the BusinessCompanies' business, or (iib) 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 Purchaser) 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 PurchaserBuyer) to do or seek any of the foregoing. Neither Seller nor either of the Companies 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 Seller and the Companies shall promptly notify Purchaser Buyer if it receives any written inquiry, proposal or offer described in this Section 3.1.4 5.1.4 or any verbal inquiry, proposal or offer described in this Section 3.1.4 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and Seller such Companies or Seller, as applicable, shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Seller's obligations under this Section 3.1.4. The notification under this Section 3.1.4 shall include and 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.Companies' obligations

Sale of Acquired Assets; Negotiations. Seller shall notNone of the Sellers, the Company or Young Ones shall, and Seller Sellers, the Company and Young Ones shall not cause or permit its their respective affiliatesAffiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (ia) solicit, initiate, accept, consider consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the acquisition 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 Acquired Assets assets of the Company or ownership interests in Sellerthe Company or Young Ones, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller the Company or Young Ones or all or substantially all of the BusinessCompany's business, or (iib) 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 Purchaser) 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 PurchaserBuyer) to do or seek any of the foregoing. Seller None of the Sellers, the Company or Young Ones shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Seller Each of Sellers, the Company and Young Ones shall promptly notify Purchaser Buyer if it receives any written inquiry, proposal or offer described in this Section 3.1.4 5.1.4 or any verbal inquiry, proposal or offer described in this Section 3.1.4 5.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and Seller 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 SellerSellers', the Company's or Young Ones' obligations under this Section 3.1.4. 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 foregoing5.1.

Sale of Acquired Assets; Negotiations. Seller shall not, and Seller shall not cause or permit its respective affiliatesAffiliates, directors, officers, employees, agents, representatives, legal counsel, and financial advisors not to, (ia) solicit, initiate, accept, consider consider, entertain or encourage the submission of proposals or offers from any person or entity with respect to the 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 Acquired Station Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller or all or substantially all of the BusinessSeller's business, or (iib) 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 Purchaser) 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 PurchaserBuyer) to do or seek any of the foregoing. Seller shall not enter into any agreement or consummate any transactions that would interfere with the consummation of the transactions contemplated by this Agreement. Seller shall promptly notify Purchaser Buyer if it receives any written inquiry, proposal or offer described in this Section 3.1.4 8.1.4 or any verbal inquiry, proposal or offer described in this Section 3.1.4 8.1.4 that is competitive with the terms of the transactions contemplated by this Agreement, and Seller shall inform such inquiring person or entity of the existence of this Agreement and make such inquiring person or entity aware of Seller's obligations under this Section 3.1.4. 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 foregoing8.1.