OBTAINED WITH RESPECT THERETO.
(B)
FOLLOWING THE INTERNET CLOSING DATE AND ANY REAL ESTATE CLOSING
DATE, THE PARTIES SHALL USE COMMERCIALLY REASONABLE EFFORTS, AND SHALL COOPERATE
WITH EACH OTHER, TO OBTAIN PROMPTLY EACH ASSIGNMENT CONSENT; PROVIDED, HOWEVER,
THAT NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE REQUIRED TO PAY ANY
CONSIDERATION THEREFOR.
SUBJECT TO SECTION 10.3(B), ONCE SUCH ASSIGNMENT
CONSENT IS OBTAINED, THE SELLER SHALL, OR SHALL CAUSE ITS SUBSIDIARIES TO, SELL,
TRANSFER AND ASSIGN SUCH NON-ASSIGNABLE ASSET TO THE APPLICABLE BUYER FOR NO
ADDITIONAL CONSIDERATION.
(C)
TO THE EXTENT THAT ANY NON-ASSIGNABLE ASSET CANNOT BE PROVIDED TO
THE APPLICABLE BUYER FOLLOWING A CLOSING PURSUANT TO THIS SECTION 2.10, THE
APPLICABLE BUYER AND THE SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
ENTER INTO SUCH ARRANGEMENTS (INCLUDING, WITHOUT LIMITATION, SUBLEASING,
SUBLICENSING OR SUBCONTRACTING) AND TAKE SUCH OTHER COMMERCIALLY REASONABLE
ACTIONS TO PROVIDE TO THE APPLICABLE PARTIES THE ECONOMIC (TAKING INTO ACCOUNT
TAX COSTS AND BENEFITS) AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
OPERATIONAL EQUIVALENT OF OBTAINING SUCH ASSIGNMENT CONSENT AND THE PERFORMANCE
BY THE APPLICABLE BUYER OF ITS OBLIGATIONS THEREUNDER.
TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, THE SELLER SHALL HOLD IN TRUST FOR AND PAY TO THE
APPLICABLE BUYER PROMPTLY UPON RECEIPT THEREOF, SUCH NON-ASSIGNABLE ASSETS AND
ALL INCOME, PROCEEDS AND OTHER MONIES RECEIVED BY THE SELLER TO THE EXTENT
RELATED TO ANY SUCH NON-ASSIGNABLE ASSET IN CONNECTION WITH THE ARRANGEMENTS
UNDER THIS SECTION 2.10.
THE SELLER SHALL BE PERMITTED TO SET OFF AGAINST SUCH
AMOUNTS ALL DIRECT COSTS AND EXPENSES ASSOCIATED WITH THE RETENTION AND
MAINTENANCE OF SUCH NON-ASSIGNABLE ASSETS.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES AND DISCLOSURES OF THE SELLER WITH
RESPECT TO THE PURCHASED INTERNET ASSETS.
Except as set forth herein or in the Seller's disclosure schedule accompanying
this Agreement (the "Seller Disclosure Schedule"), the Seller represents and
warrants to the Internet Buyers as follows (with each representation and
warranty being made as of the date of this Agreement, other than those made as
of a specified date, which shall be made as of such specified date):
3.1
CORPORATE EXISTENCE AND QUALIFICATION OF THE SELLER; TITLE TO
PURCHASED ASSETS; DUE EXECUTION, STOCKHOLDERS, ETC.
(A)
THE SELLER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO CONDUCT THE BUSINESS OF THE TRANSFERRED
INTERNET BUSINESS THROUGH THE INTERNET CLOSING DATE AND TO OWN OR LEASE AND TO
OPERATE THE PURCHASED INTERNET ASSETS AS AND IN THE PLACES WHERE SUCH BUSINESS
IS CONDUCTED AND WHERE THE PURCHASED INTERNET ASSETS ARE OWNED, LEASED OR
OPERATED.
(B)
EXCEPT AS SET FORTH IN SECTION 3.1(B) OF THE SELLER DISCLOSURE
SCHEDULE, THE SELLER GROUP OWNS ALL OF THE PURCHASED INTERNET ASSETS FREE AND
CLEAR OF ALL LIENS, OTHER THAN
18
PERMITTED LIENS.
THE SELLER AND EACH MEMBER OF THE INTERNET SELLER GROUP IS
DULY QUALIFIED TO TRANSACT BUSINESS AND IS IN GOOD STANDING IN JURISDICTIONS
WHERE THE NATURE OF THE PROPERTIES OWNED OR