7.10 No negotiations or discussions. Until the closing date, the seller and shareholder must negotiate exclusively with the buyer on the sale of the acquired assets. To avoid possible interference or frustration with this transaction, neither the seller nor the shareholder (including a representative or agent or the use of the services of a third party) may, at any time or before the closing date, follow, initiate, stimulate, encourage or any individual or legal person (except the purchaser and its representatives and related companies) with respect to the sale or eventual sale of any assets or assets purchased, the merchant property or the seller`s shares to such a person or organization or merger, consolidation, joint venture, administrative agreement or any other transaction with the seller or shareholder, which would prevent or frustrate the purchaser from concluding in accordance with the terms of this agreement (a “prohibited discussion”). If a person or organization other than the buyer asks the seller or shareholder for a case that could include a prohibited discussion, the seller or shareholder (if any) will inform the buyer in writing and inform that person or entity of the existence of that agreement and that any prohibited discussion would constitute a violation of that agreement. (d) Manufacturer`s parts inventory: the purchase price of the producer`s inventory is the price in the manufacturer`s current price book and the latest price catalogues or catalogues, with all supplements in effect at the time of the inventory being reduced for credits, rebates, surcharges, discounts or other incentives that the seller received on the closing date or before the completion date or which would be eligible after the closing date; MORE CONSIDERING that the buyer wishes to acquire the assets acquired from the seller and the personal value from the shareholder and obtain a sale and service agreement from the manufacturer, which appoints the buyer as a licensed distributor for the products and services provided by the manufacturer on the distributor`s premises; and (a) the compensation officer undertakes to hold and distribute the trust funds under the terms of this Agreement and to fulfill the acts and obligations expressly set out in this Agreement, which are considered purely ministerial, good faith and economically rational in nature. The agreement expressly defines all the obligations of the compensation officer for all relevant matters. There will be no obligations or obligations implicit in this agreement against the compensation officer.