Common use of Third Party Matters Clause in Contracts

Third Party Matters. (a) From and after the date of this Agreement, neither KMV Corporation, the Company nor any of the Principal Members or KMV Corporation Shareholders shall, nor shall they permit any of their respective Affiliates, officers, directors, employees, members, shareholders, representatives or agents, including any investment banker, attorney or accountant engaged by any of them to, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or a substantial portion of the assets of, or of any equity interest in, the Company, KMV Corporation or any of their respective Subsidiaries, or any merger or business combination with any of the Company, KMV Corporation or any of their respective Subsidiaries (each, an "Acquisition Proposal"), or furnish any information to any such Person. KMV Corporation, the Company, the Principal Members and the KMV Corporation Shareholders shall notify Parent within twenty-four (24) hours if any Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, KMV Corporation, the Company, the Principal Members and the KMV Corporation Shareholders, any of their respective Affiliates, officers, directors, employees, members, or shareholders (for purposes of this Section 7.10, collectively, the "Seller Parties"), or their representatives and agents, including any investment banker, attorney or accountant engaged by any of them. It is understood that any breach of the restrictions set forth in this Section 7.10(a) by any Seller Party or any investment banker, attorney or other advisor or representative of the Seller Parties shall be deemed to be a breach of this Section 7.10(a) by KMV Corporation and the Company and any Principal Member or KMV Corporation Shareholder who is in breach of the restrictions set forth in this Section 7.10(a); provided, however, that no Principal Member or KMV Corporation Shareholder shall be liable under this Section 7.10(a) for the action or inaction of any other Principal Member or KMV Corporation Shareholder. (b) KMV Corporation, the Company, the Principal Members and the KMV Corporation Shareholders shall, and shall cause their respective Affiliates, officers, directors, employees, members, shareholders, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any parties, conducted prior to the date hereof with respect to any Acquisition Proposal and, subject to the terms of any existing confidentiality agreements, shall seek to have all materials distributed to Persons in connection therewith by KMV Corporation, the Company, the Principal Members, the KMV Corporation Shareholders or any of their respective Affiliates or advisors returned to the Company promptly. Neither KMV Corporation, the Company, the Principal Members, the KMV Corporation Shareholders or any of their respective Affiliates, officers, directors, employees, members, shareholders, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect relating to this Agreement or the transactions contemplated hereby. KMV 63 Corporation, the Co▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ation Shareholders shall cause their respective Affiliates, officers, directors, employees, members, shareholders, representatives and agents to comply with the provisions of this Section 7.10.

Third Party Matters. (a) From and after the date of this AgreementAgreement to the Effective Time, (i) neither KMV Corporation, the Company nor any of the Principal Members or KMV Corporation Shareholders shallSellers, nor shall they permit any of their respective Affiliates, officers, directors, employees, members, shareholderscontrolling shareholders (which shall include for this purpose all signatories to any of the Ancillary Agreements), representatives or agents, including any investment banker, attorney or accountant engaged by any of them toshall, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or a substantial portion of the assets of, or of any equity interest in, the Companyor any merger or business combination with, KMV Corporation TMMH, MM, GTFM or any of their respective Subsidiaries, and (ii) TMM shall not enter into any agreement with any Person concerning any acquisition or purchase of a controlling equity interest in TMM by any Competitor (as defined in the Stockholders’ Agreement which is part of the Ancillary Agreements) (each acquisition, purchase, merger or business combination with any of the Companycombination, KMV Corporation or any of their respective Subsidiaries (each, an "a “TMM Acquisition Proposal"”), or furnish any information regarding a TMM Acquisition Proposal to any such Person. KMV Corporation, the Company, the Principal Members and the KMV Corporation Shareholders Sellers shall notify Parent KCS, providing full information, within twenty-four (24) hours if any TMM Acquisition Proposal (including the terms thereof) is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, KMV CorporationTMM, the CompanyTMMH, the Principal Members and the KMV Corporation ShareholdersMM, GTFM, any of their respective Affiliates, officers, directors, employees, members, or controlling shareholders (for purposes of this Section 7.10, collectively, the "“Seller Parties"”), or their representatives and agents, including any investment banker, attorney or accountant engaged by any of them. It is understood that any breach of the restrictions set forth in this Section 7.10(a) 7.10 by any Seller Party or any investment banker, attorney or other advisor or representative of the Seller Parties shall be deemed to be a breach of this Section 7.10(a) 7.10 by KMV Corporation and the Company and any Principal Member or KMV Corporation Shareholder who is in breach of the restrictions set forth in this Section 7.10(a); provided, however, that no Principal Member or KMV Corporation Shareholder shall be liable under this Section 7.10(a) for the action or inaction of any other Principal Member or KMV Corporation ShareholderSellers. (b) KMV Corporation, the Company, the Principal Members and the KMV Corporation Shareholders Sellers shall, and shall cause their respective Affiliates, officers, directors, employees, members, shareholders, representatives and advisors to, immediately cease or cause to be terminated any existing activities, including discussions or negotiations with any partiesParties, conducted prior to the date hereof with respect to any TMM Acquisition Proposal and, subject to the terms of any existing confidentiality agreements, shall seek to have all materials distributed to Persons in connection therewith by KMV Corporation, the Company, the Principal Members, the KMV Corporation Shareholders Sellers or any of their respective Affiliates or advisors returned to the Company TMM promptly. Neither KMV Corporation, the Company, the Principal Members, the KMV Corporation Shareholders Sellers or any of their respective Affiliates, officers, directors, employees, members, shareholders, representatives or agents, including any investment banker, attorney or accountant engaged by any of them, shall amend, modify, waive or terminate, or otherwise release any Person from, any standstill, confidentiality or similar agreement or arrangement currently in effect relating to this Agreement or the transactions contemplated hereby. KMV 63 Corporation, the Co▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ation Shareholders Sellers shall cause their respective Affiliates, officers, directors, employees, members, shareholders, representatives and agents to comply with the provisions of Sections 7.10(a) and 7.10(b). (c) From the date of this Agreement to the Effective Time, neither KCS, nor any of its respective Affiliates, officers, directors, employees, representatives or agents, including any investment banker, attorney or accountant engaged by any of them shall, directly or indirectly solicit, encourage or facilitate inquiries or proposals, or enter into any agreement, with respect to, or initiate or participate in any negotiations or discussions with any Person concerning, any acquisition or purchase of all or substantially all of the assets of, or a controlling equity interest in, KCS or KCSR or any merger or business combination with KCS or KCSR which, if consummated would result in a Change of Control of KCS or KCSR (each, a “KCS Acquisition Proposal”), or furnish any information regarding a KCS Acquisition Proposal to any such Person. KCS shall notify TMM, providing full information, within twenty-four (24) hours if any KCS Acquisition Proposal is received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, KCS, any of its respective Affiliates, officers, directors, employees (for purposes of this Section 7.10., collectively, the “Buyer Parties”), or their representatives and agents, including any investment banker, attorney or accountant engaged by any of them. It is understood that any breach of the restrictions set forth in this Section 7.10 by any Buyer Party or any investment banker, attorney or other advisor or representative of the Buyer Parties shall be deemed to be a breach of this Section 7.10