definiens: means any inqu iry, proposal or offer, or any expression of interest by any third party relating to Seller ’s or any Sellin g Affiliates ’ willingness or ability to receive or di scuss a proposal or offer, other than a proposal or offer by Buyer or any of its Affiliates, for an acquisition or other business combination relating to twenty - fi ve percent ( 25 % ) or more of the assets of the Business . None of Seller or any of its Affiliates shall rel ease any third party from, or waive any provision of, any co nfidentiality agreement with respect to the Busines s to which it is a party and which was entered into with respect to any potential Alternative Proposal . Sel ler and its Affiliates shall, and shall cause their respect i ve Representatives to, with respect to third parti es with whom discussions or negotiations with respect to an Alternative Proposal have been terminated on or pr ior to the date of this Offer, use its reasonable best efforts to obtain the return or destruction of, in accordance with the terms of the applicable confidentiality ag reement, confidential information previously furnis he d by Seller or any of its Affiliates, or its or their Re presentatives, with respect to the Business . Seller will promptly notify Buyer orally ( and then in writing w ithin twenty - four ( 24 ) hours ) after it or any of it s Affiliates has received any proposal, inquiry, offe r or request relating to or constituting, or that c ould reasonably be expected to lead to, an Alternative P roposal, any request for discussions or negotiation s, or any request for information relating to the Busines s in connection with an Alternative Proposa l or a potential Alternative Proposal or for access to the propertie s or books and records thereof of which Seller or a ny of its Affiliates is or becomes aware, or any amendments t o the foregoing . Such notice to Buyer shall indicat e the identity of the person making such proposal and the terms and conditions of such proposal, if any . Sel ler shall also promptly provide Buyer with ( i ) a copy of any written notice or other written commu nication from any person informing Seller or any of its Affiliate s that it is considering making, or has made a prop osal regarding, an Alternative Proposal, ( ii ) a copy of any Alternative Proposal ( or any amendment thereof ) received by Seller or any of its Affiliates and ( ii i ) such other details of any such Alternative Propo sal that Buyer may reasonably request . Thereafter, Seller sh all promptly keep Buyer reasonably informed on a reasonably current basis of any material change to the terms of any such Alternative Proposal