COMPLY WITH THE LAW OR A VALID ORDER OF A
COURT OF COMPETENT JURISDICTION, IN WHICH EVENT(S) THE PARTY MAKING SUCH
DISCLOSURE SHALL SO NOTIFY THE OTHER AS PROMPTLY AS PRACTICABLE (IF POSSIBLE,
PRIOR TO MAKING SUCH DISCLOSURE), AND SHALL SEEK CONFIDENTIAL TREATMENT OF SUCH
INFORMATION AND/OR IN CAMERA REVIEW, (II) TO THE EXTENT NECESSARY TO COMPLY WITH
THE S.E.C. OR OTHER REGULATORY AUTHORITIES OR SIMILAR DISCLOSURE REQUIREMENTS
UNDER ANY APPLICABLE LAWS, (III) AS PART OF ITS NORMAL BUSINESS ACTIVITIES OR
REPORTING OR REVIEW PROCEDURES TO ITS PARENT AND AFFILIATED COMPANIES (OTHER
THAN VALASSIS), BANKS, AUDITORS, ATTORNEYS, ACCOUNTANTS, INSURERS AND SIMILAR
PROFESSIONALS, PROVIDED, HOWEVER, THAT SUCH COMPANIES, BANKS, AUDITORS,
ATTORNEYS, ACCOUNTANTS, INSURERS AND SIMILAR PROFESSIONALS AGREE TO BE BOUND BY
THE PROVISIONS OF THIS PARAGRAPH, (IV) AS REQUIRED BY THE INTERNAL REVENUE
SERVICE OR BY ANY STATE TAX AUTHORITY, AND (V) IN ANY PROCEEDING TO ENFORCE THIS
AGREEMENT.
19.
ALL CONFIDENTIAL INFORMATION THAT THE PARTIES DISCLOSE TO
EACH OTHER PURSUANT TO THE SETTLEMENT AGREEMENT OR EXCLUSIVE SELLING AGREEMENT,
INCLUDING BUT NOT LIMITED TO THE TERMS OF THEIR RESPECTIVE AGREEMENTS WITH
RETAILERS, SHALL BE KEPT CONFIDENTIAL BY THE RECEIVING PARTY AND NOT SHARED WITH
ANY COMPETITORS, INCLUDING VALASSIS.
THE RECEIVING PARTY SHALL TREAT THE OTHER
PARTY'S CONFIDENTIAL INFORMATION WITH THE SAME CARE AND TAKE THE SAME
PRECAUTIONS THAT THE RECEIVING PARTY USES TO MAINTAIN THE CONFIDENTIALITY OF
THEIR OWN CONFIDENTIAL AND COMPETITIVELY SENSITIVE DOCUMENTS AND INFORMATION.
20.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED, AMENDED,
SUPPLEMENTED, TERMINATED OR REPEALED IN WHOLE OR IN PART, EXCEPT ONLY BY THE
WRITTEN CONSENT OF ALL PARTIES.
ANY WAIVER, AMENDMENT OR SUPPLEMENT AGREED TO
BY THE PARTIES WILL APPLY ONLY TO THE INSTANCE OR CIRCUMSTANCE EXPRESSLY
PROVIDED THEREIN, AND NOT TO ANY OTHER INSTANCE OR CIRCUMSTANCE, WHETHER SIMILAR
OR DISSIMILAR.
4
21.
THE PARTIES EACH REPRESENT AND WARRANT TO THE OTHER THAT THE
PERSONS EXECUTING THIS AGREEMENT ON THEIR RESPECTIVE BEHALVES ARE AUTHORIZED TO
DO SO.
ALL TERMS AND CONDITIONS OF THIS AGREEMENT ARE BINDING UPON AND WILL
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE MEMBERS, TRANSFEREES,
SUCCESSORS AND ASSIGNS.
PLAINTIFF ACKNOWLEDGES THAT IT SOUGHT AND OBTAINED
APPROVAL TO ENTER INTO THIS SETTLEMENT FROM ITS BOARD OF DIRECTORS.
DEFENDANTS
ACKNOWLEDGE THAT THEY SOUGHT AND OBTAINED APPROVAL TO ENTER INTO THIS SETTLEMENT
FROM THE BOARD OF DIRECTORS OF NEWS CORP.
NO PROVISION OF THIS AGREEMENT GIVES
ANY THIRD PERSONS ANY RIGHT OF SUBROGATION OR ACTION AGAINST ANY PARTY HERETO.
ALL REPRESENTATIONS, WARRANTIES, INDEMNITIES, COVENANTS AND AGREEMENTS IN THIS
AGREEMENT SHALL SURVIVE EXECUTION AND DELIVERY OF THIS AGREEMENT AND CONTINUE TO
BE BINDING.
22.
IT IS AGREED THAT THIS AGREEMENT WAS PREPARED BY COUNSEL FOR
EACH OF THE PARTIES HERETO.
EACH OF THE PARTIES ACKNOWLEDGES THAT EACH SIGNED
THIS DOCUMENT VOLUNTARILY, WITHOUT DURESS, UNDUE INFLUENCE OR OPPRESSION AND
EACH REPRESENTS TO THE OTHER THAT IT ACTS VOLUNTARILY AND WITH FULL ADVICE OF
COUNSEL.
EACH PARTY RECOGNIZES AND ACKNOWLEDGES THAT ITS KNOWLEDGE MAY NOT BE
FULL AND COMPLETE.
EACH PARTY ELECTS TO ASSUME