Common use of Sale of Assets; Negotiations Clause in Contracts

Sale of Assets; Negotiations. From and after the date hereof through ---------------------------- the Closing Date, Seller shall not, and Seller shall cause its respective Affiliates, directors, officers, managers, members, 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 with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such Person would directly or indirectly acquire all or any portion of the Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller, 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 (other than Buyer) information to do, 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 Buyer in writing if it receives any written inquiry, proposal or offer described in this Section 5.4 or any verbal inquiry, proposal or offer ----------- described in this Section 5.4 that is competitive with the terms of the ----------- transactions contemplated by this Agreement and Seller shall inform such inquiring Person of the existence of this Agreement and make such inquiring Person or entity aware of Seller's obligations under this Section 5.4. The ----------- notification under this Section 5.4 shall include the identity of the Person ----------- making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Buyer may reasonably request. Seller shall not provide any confidential information concerning the Business or the 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 conducted heretofore with respect to any of the foregoing.

Sale of Assets; Negotiations. From and after the date hereof through ---------------------------- the Closing Date and each Subsequent Closing Date, with respect to Additional Assets being transferred on such Subsequent Closing Date, Seller shall not, and Seller shall cause its respective Affiliates, directors, officers, managers, members, 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 with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such Person would directly or indirectly acquire all or any portion of the Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller, 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 (other than Buyer) information to do, 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 Buyer in writing if it receives any written inquiry, proposal or offer described in this Section 5.4 ----------- or any verbal inquiry, proposal or offer ----------- described in this Section 5.4 that is ----------- competitive with the terms of the ----------- transactions contemplated by this Agreement and Seller shall inform such inquiring Person of the existence of this Agreement and make such inquiring Person or entity aware of Seller's obligations under this Section 5.4. The ----------- notification under this Section 5.4 shall include the ----------- ----------- identity of the Person ----------- making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Buyer may reasonably request. Seller shall not provide any confidential information concerning the Business or the 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 conducted heretofore with respect to any of the foregoing.

Sale of Assets; Negotiations. From and after the date hereof through ---------------------------- the Closing Date, Seller shall not, and Seller shall cause its respective Affiliates, directors, officers, managers, members, 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 with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such Person would directly or indirectly acquire all or any portion of the Assets or ownership interests in Seller, or any merger, consolidation, or business combination, directly or indirectly, with or for Seller, 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 (other than Buyer) information to do, 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 Buyer in writing if it receives any written inquiry, proposal or offer described in this Section 5.4 or any verbal inquiry, proposal ----------- or offer ----------- described in this Section 5.4 that is competitive with the terms of the ----------- transactions contemplated by this Agreement and Seller shall inform such inquiring Person of the existence of this Agreement and make such inquiring Person or entity aware of Seller's obligations under this Section 5.4. The ----------- notification under this Section 5.4 shall include the identity of the Person ----------- making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Buyer may reasonably request. Seller shall not provide any confidential information concerning the Business or the 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 conducted heretofore with respect to any of the foregoing.

Sale of Assets; Negotiations. From and after the date hereof through ---------------------------- the Closing Date, Seller PNE shall not, and Seller PNE shall cause its respective Affiliates, directors, officers, managers, members, 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 with respect to the acquisition contemplated by this Agreement or any similar transaction wherein such Person would directly or indirectly acquire all or any portion of the Assets or ownership interests in SellerPNE, or any merger, consolidation, or business combination, directly or indirectly, with for PNE or for Sellerall or substantially all of PNE's assets, 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 (other than Buyerthe NextMedia Parties) information to do, do or seek any of the foregoing. Seller PNE 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 Buyer in writing if it If PNE receives any written inquiry, proposal or offer described in this Section 5.4 9.4 or any ----------- verbal inquiry, proposal or offer ----------- described in this Section 5.4 9.4 that is ----------- competitive with the terms of the ----------- transactions contemplated by this Agreement and Seller Agreement, PNE shall inform such inquiring Person of the existence of this Agreement and make such inquiring Person or entity aware of SellerPNE's obligations under this Section 5.49.4. The ----------- notification under this Section 5.4 shall include the identity of the Person ----------- making such inquiry, offer, or other proposal, the terms thereof, and any other information with respect thereto as Buyer may reasonably request. Seller PNE shall not provide any confidential information concerning the ----------- Business or the Assets to any third party other than in the ordinary course of the business and consistent with prior practice. Seller PNE has ceased and caused to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing.