(C)
THE SELLER SHALL, OR SHALL CAUSE ITS AFFILIATES TO USE COMMERCIALLY
REASONABLE
EFFORTS TO OBTAIN EACH LANDLORD'S CONSENT TO THE ASSIGNMENT TO THE
REAL ESTATE BUYER OF THE ACQUIRED LEASES, BUT SHALL NOT BE REQUIRED TO COMMENCE
JUDICIAL PROCEEDINGS FOR A DECLARATION THAT A REQUIRED CONSENT HAS BEEN
UNREASONABLY WITHHELD OR DELAYED.
THE SELLER SHALL NOT, AND SHALL NOT PERMIT
ANY OF ITS AFFILIATES TO, (I) TAKE ANY ACTION TO SOLICIT, INITIATE, ENCOURAGE OR
ASSIST THE SUBMISSION OF ANY PROPOSAL, NEGOTIATION OR OFFER FROM ANY PERSON OR
ENTITY OTHER THAN THE REAL ESTATE BUYER TO THE SALE OF THE PURCHASED REAL ESTATE
ASSETS OR THE ASSIGNMENT OF THE ACQUIRED LEASES OR (II) RESPOND TO ANY INQUIRY
OR ENTER INTO ANY DISCUSSIONS, NEGOTIATIONS OR EXECUTE ANY AGREEMENT RELATED TO
THE FOREGOING (IT BEING UNDERSTOOD, FOR THE AVOIDANCE OF DOUBT, THAT THE
SELLER'S OBLIGATIONS UNDER THIS SECTION 2.8(C) SHALL TERMINATE WITH RESPECT TO
ANY PURCHASED REAL ESTATE ASSETS AND/OR ACQUIRED LEASE, THE SALE OF WHICH IS
TERMINATED PURSUANT TO SECTION 10.17 HEREOF).
(D)
THE INTERNET BUYERS AND THE SELLER AGREE TO USE COMMERCIALLY
REASONABLE EFFORTS TO COMPLETE THE INTERNET TRANSFER INSTRUMENTS FOLLOWING THE
INTERNET CLOSING, INCLUDING
15
BUT NOT LIMITED TO THE INDIVIDUAL COUNTRY TRADEMARK ASSIGNMENT DOCUMENTS
NECESSARY TO PASS TITLE TO THE APPROPRIATE INTERNET BUYER.
THE SELLER AGREES TO
EXECUTE SUCH INDIVIDUAL COUNTRY TRADEMARK ASSIGNMENT DOCUMENTS AT ITS OWN
EXPENSE, AND THE INTERNET BUYERS SHALL BE RESPONSIBLE FOR ALL COSTS ASSOCIATED
WITH ANY LEGALIZATION AND RECORDING REQUIREMENTS FOR SUCH ASSIGNMENT DOCUMENTS.
(E)
AS OF THE DATE HEREOF, CERTAIN OF THE PURCHASED ASSETS ARE USED BY
THE SELLER GROUP IN CONNECTION WITH BOTH THE TRANSFERRED BUSINESSES AND THE
RETAINED BUSINESSES (THE "SHARED ASSETS").
THE BUYERS AND THE SELLER AGREE TO
COOPERATE IN GOOD FAITH TO EXECUTE BY THE INTERNET CLOSING DATE SUCH DOCUMENTS
AS ARE NECESSARY TO PROVIDE THE SELLER WITH REASONABLE ACCESS TO, AND USE OF,
THE SHARED ASSETS FOR A PERIOD OF UP TO NINETY (90) DAYS (OR UP TO 12 MONTHS
WITH RESPECT TO EMAIL ADDRESSES) FOLLOWING THE INTERNET CLOSING DATE.
FOR ONE
YEAR FOLLOWING THE INTERNET CLOSING DATE (THE "INITIAL YEAR"), THE SELLER MAY
RETAIN A COPY OF THE SPECIFIED DATA AND SHALL NOT USE THE SPECIFIED DATA WITHOUT
THE CONSENT OF THE BUYERS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD) OTHER
THAN (I) TO ALLOW THE SELLER TO COMPLY WITH TAX AUDITS AND TAX REPORTING,
(II) TO ALLOW THE SELLER TO RESPOND TO GOVERNMENTAL INQUIRES AND REPORTING
REQUIREMENTS AND (III) FOR REASONABLE USE IN CONNECTION WITH LITIGATION
(COLLECTIVELY, CLAUSES (I) THROUGH (III), THE "PERMITTED USES"); PROVIDED,
HOWEVER, THAT THE SELLER SHALL PROMPTLY NOTIFY THE BUYERS OF ANY PERMITTED USE
OF THE SPECIFIED DATA.
WITHIN THE INITIAL YEAR AND UPON FIVE (5) BUSINESS DAYS'
NOTICE BY THE BUYERS TO THE SELLER, THE SELLER SHALL AFFORD TO THE BUYERS AND
THEIR AUTHORIZED PERSONNEL AND REPRESENTATIVES REASONABLE ACCESS DURING NORMAL
BUSINESS HOURS FOR REASONABLE INVESTIGATION OF THE USE OF THE SPECIFIED DATA AND
THE MEASURES USED BY THE