EACH OF THEIR
AFFILIATES AND THE RESPECTIVE REPRESENTATIVES OF THE SELLERS AND THEIR
AFFILIATES NOT TO, USE FOR ITS OR THEIR OWN BENEFIT OR DIVULGE OR CONVEY TO ANY
THIRD PARTY, ANY CONFIDENTIAL INFORMATION; PROVIDED, HOWEVER, THAT THE SELLERS
OR THEIR AFFILIATES MAY FURNISH SUCH PORTION (AND ONLY SUCH PORTION) OF THE
CONFIDENTIAL INFORMATION AS THE SELLERS OR SUCH AFFILIATE REASONABLY DETERMINES
IT IS LEGALLY OBLIGATED TO DISCLOSE IF:
(I) IT RECEIVES A REQUEST TO DISCLOSE
ALL OR ANY PART OF THE CONFIDENTIAL INFORMATION UNDER THE TERMS OF A SUBPOENA,
CIVIL INVESTIGATIVE DEMAND OR ORDER ISSUED BY A GOVERNMENTAL AUTHORITY; (II) TO
THE EXTENT NOT INCONSISTENT WITH SUCH REQUEST, IT NOTIFIES THE BUYERS OF THE
EXISTENCE, TERMS AND CIRCUMSTANCES SURROUNDING SUCH REQUEST AND CONSULTS WITH
THE BUYERS ON THE ADVISABILITY OF TAKING STEPS AVAILABLE UNDER APPLICABLE LAW TO
RESIST OR NARROW SUCH REQUEST; (III) IT EXERCISES ITS COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN AN ORDER OR OTHER RELIABLE ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED TO THE DISCLOSED CONFIDENTIAL INFORMATION; AND
(IV) DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION IS REQUIRED TO PREVENT THE
SELLERS OR SUCH AFFILIATE FROM BEING HELD IN CONTEMPT OR BECOMING SUBJECT TO ANY
OTHER PENALTY UNDER APPLICABLE LAW.
FOR PURPOSES OF THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" CONSISTS OF ALL INFORMATION AND DATA RELATING TO THE
MEDIA BUSINESS OR THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN DATA OR
INFORMATION THAT IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
RESULT OF A BREACH OF THIS SECTION 5.3).
(B)
EFFECTIVE AS OF THE CLOSING, THE SELLERS
HEREBY ASSIGN TO THE BUYERS ALL OF THE SELLERS' RIGHT, TITLE AND INTEREST IN AND
TO ANY CONFIDENTIALITY AGREEMENTS ENTERED INTO BY THE SELLERS (OR THEIR
AFFILIATES OR REPRESENTATIVES) AND EACH PERSON (OTHER THAN THE BUYERS AND THEIR
AFFILIATES AND REPRESENTATIVES) WHO ENTERED INTO ANY SUCH AGREEMENT OR TO WHOM
CONFIDENTIAL INFORMATION WAS PROVIDED IN CONNECTION WITH THE MEDIA BUSINESS.
FROM AND AFTER THE CLOSING, THE SELLERS WILL TAKE ALL ACTIONS REASONABLY
REQUESTED BY EITHER OF THE BUYERS IN ORDER TO ASSIST IN ENFORCING THE RIGHTS SO
ASSIGNED.
THE SELLERS SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO CAUSE
ANY SUCH PERSON TO RETURN TO THE SELLERS ANY DOCUMENTS, FILES, DATA OR OTHER
MATERIALS CONSTITUTING CONFIDENTIAL INFORMATION THAT WAS PROVIDED TO ANY PERSON
IN CONNECTION WITH THE CONSIDERATION OF ANY TRANSACTION INVOLVING THE MEDIA
BUSINESS OR ANY PORTION THEREOF.
Section 5.4
Consents and Filings; Further
Assurances.
(A)
WITHOUT LIMITING THE SELLERS' OBLIGATIONS
HEREUNDER, INCLUDING UNDER THIS SECTION 5.4, IF ANY CONSENT APPROVAL OR
AUTHORIZATION NECESSARY OR DESIRABLE TO PRESERVE FOR THE BUYERS ANY RIGHT OR
BENEFIT UNDER ANY LEASE, LICENSE, COMMITMENT OR OTHER CONTRACT WHICH IS INCLUDED
IN THE TRANSFERRED ASSETS (A "RESTRICTED CONTRACT") IS NOT OBTAINED PRIOR TO THE
CLOSING, THEN THIS AGREEMENT SHALL NOT CONSTITUTE A SALE, ASSIGNMENT, TRANSFER,
CONVEYANCE OR DELIVERY OF SUCH RESTRICTED CONTRACT AND, SUBJECT TO SECTION 5.13,
THE SELLERS, ON THE ONE HAND, AND THE
[***] = Confidential treatment requested for redacted portion; redacted portion
has been