COMPLETE THE CLOSING.
7.13.2
FOR THE PURPOSE OF EFFECTUATING THE TRANSACTION AND
COMPLETING THE CLOSING, EACH OF THE PARTIES SHALL (I) RESPOND AS PROMPTLY AS
PRACTICABLE TO ANY INQUIRIES OR REQUESTS RECEIVED FROM ANY GOVERNMENTAL
AUTHORITY FOR ADDITIONAL INFORMATION OR DOCUMENTATION, AND (II) NOT ENTER INTO
ANY AGREEMENT WITH ANY GOVERNMENTAL AUTHORITY NOT TO CONSUMMATE THE TRANSACTION,
EXCEPT WITH THE PRIOR CONSENT OF THE OTHER PARTY.
7.14
RELEASE OF INDIVIDUAL LIABILITY.
7.14.1
WITH EFFECT FROM AND AFTER THE CLOSING DATE, BUYER, FOR
ITSELF, ITS AFFILIATES, AND THE TARGET GROUP COMPANIES, HEREBY RELEASES AND
WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND THEIR
RESPECTIVE ORGANIZATIONAL DOCUMENTS, ANY CLAIMS AGAINST EACH PRESENT AND FORMER
AGENT, MANAGER, DIRECTOR OR OFFICER OF THE TARGET GROUP COMPANIES (EACH,
TOGETHER WITH SUCH PERSON'S HEIRS, EXECUTORS OR ADMINISTRATORS, AN "RELEASED
PARTY" AND, COLLECTIVELY, THE "RELEASED PARTIES") ARISING OUT OF, RELATING TO OR
IN CONNECTION WITH ANY ACTION OR OMISSION BY SUCH RELEASED PARTY IN HIS OR HER
CAPACITY AS AN AGENT, MANAGER, DIRECTOR OR OFFICER OF A TARGET GROUP COMPANY ON
OR BEFORE THE CLOSING DATE (INCLUDING ACTS OR OMISSIONS IN CONNECTION WITH SUCH
PERSON'S SERVICE AS AN OFFICER, DIRECTOR, STATUTORY AUDITOR OR OTHER FIDUCIARY
OF ANY ENTITY IF SUCH SERVICE WAS AT THE REQUEST OR FOR THE BENEFIT OF A TARGET
GROUP COMPANY) OR THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.14.2
THE PROVISIONS OF THIS SECTION 7.14 ARE INTENDED TO BE FOR
THE BENEFIT OF, AND SHALL BE ENFORCEABLE BY, IN ADDITION TO SELLER PARENT, EACH
RELEASED PARTY, HIS OR HER HEIRS, EXECUTORS OR ADMINISTRATORS AND HIS OR HER
OTHER REPRESENTATIVES.
7.15
Liberty Name.
Buyer shall not acquire, nor shall
the Target Group Companies retain, any rights to the name "Liberty" or "LGI" (or
any derivation thereof) or any trademark, trade name or symbol related thereto.
As soon as reasonably practicable after the Closing but not later than thirty
(30) days after the Closing Date, Buyer shall cause the Target Group Companies
to remove the name "Liberty" and "LGI" (or any derivation thereof) and all
trademarks, trade names or symbols related thereto from the properties and
assets of the Target Group Companies and within three (3) days after the Closing
Buyer shall change the name of each of the Target Group Companies to a name that
does not include the name "Liberty" or "LGI" (or any derivation thereof).
7.16
NON-COMPETITION.
7.16.1
EXCEPT AS PROVIDED IN SECTION 7.16.3, SELLER PARENT
UNDERTAKES WITH THE BUYER THAT IT AND ITS AFFILIATES WILL NOT, WITHIN A PERIOD
OF THREE (3) YEARS AFTER THE CLOSING DATE (THE
33
"RESTRICTED PERIOD"), CARRY ON, BE ENGAGED IN OR BE ECONOMICALLY INTERESTED IN
ANY BUSINESS IN THE JAPANESE MARKET THAT IS DIRECTLY COMPETITIVE TO THE PAY
TELEVISION, TELEPHONY AND INTERNET BROADBAND ACCESS SERVICES PROVIDED BY J:COM
AS AT THE EFFECTIVE DATE.
7.16.2
SELLER PARENT UNDERTAKES WITH THE BUYER THAT IT AND ITS
AFFILIATES WILL NOT, DURING THE RESTRICTED PERIOD, INDUCE OR SEEK TO INDUCE ANY
PRESENT DIRECTOR OR EMPLOYEE OF