by law to pay on Rogers' behalf to the extent such claim exists under applicable
law.
2.5
Representations and Warranties; Acknowledgements and Agreements.
(A)
REPRESENTATIONS AND WARRANTIES.
ROGERS AND PRIMEDIA EACH
REPRESENTS THAT (A) THEY HAVE READ CAREFULLY AND FULLY UNDERSTAND THE TERMS OF
THIS AGREEMENT AND (B) UPON EXECUTION AND DELIVERY OF THIS AGREEMENT BY EACH OF
ROGERS AND PRIMEDIA, THIS AGREEMENT SHALL BE A VALID AND BINDING OBLIGATION OF
EACH OF ROGERS AND PRIMEDIA (AND, UPON EXECUTION BY PRIMEDIA, OF THE
BENEFICIARIES), RESPECTIVELY, ENFORCEABLE AGAINST EACH OF THEM IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY.
ROGERS FURTHER REPRESENTS THAT HE HAS
BEEN ADVISED TO CONSULT WITH AN ATTORNEY AND THAT HE HAS AVAILED HIMSELF OF THE
OPPORTUNITY TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.
(B)
ACKNOWLEDGEMENTS AND AGREEMENTS.
ROGERS AND PRIMEDIA EACH
ACKNOWLEDGES AND AGREES THAT THEY ARE EXECUTING THIS AGREEMENT WILLINGLY,
VOLUNTARILY AND KNOWINGLY, OF THEIR OWN FREE WILL, AND THAT THEY HAVE NOT RELIED
ON ANY REPRESENTATIONS, PROMISES OR AGREEMENTS OF ANY KIND MADE TO EACH OTHER IN
CONNECTION WITH THEIR RESPECTIVE DECISIONS TO ACCEPT THE TERMS OF THIS
AGREEMENT, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.
ROGERS FURTHER
ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT HIS EMPLOYMENT WITH PRIMEDIA HAS
TERMINATED EFFECTIVE AS OF THE TERMINATION DATE, THAT THE PROVISIONS OF SECTION
1 OF THIS AGREEMENT ARE IN LIEU OF ANY AND ALL PAYMENTS AND BENEFITS TO WHICH
ROGERS MAY OTHERWISE BE ENTITLED TO RECEIVE PURSUANT TO THE EMPLOYMENT
AGREEMENT, 4/5/6 STOCK OPTION AGREEMENT AND THE ORIGINAL STOCK OPTION AGREEMENT
(AND THE PRIMEDIA STOCK PURCHASE AND OPTION PLAN PURSUANT TO WHICH SUCH OPTIONS
WERE GRANTED), THAT ROGERS WILL NOT BE REEMPLOYED BY PRIMEDIA, AND THAT ROGERS
WILL
8
NOT APPLY FOR OR OTHERWISE SEEK EMPLOYMENT WITH PRIMEDIA OR ANY OF ITS PARENTS,
COMPANIES, SUBSIDIARIES, DIVISIONS OR AFFILIATES. NOTWITHSTANDING THE PRECEDING
SENTENCE, BUT SUBJECT TO ROGERS' COMPLIANCE WITH HIS CONFIDENTIALITY OBLIGATIONS
UNDER SECTION 13 OF THE EMPLOYMENT AGREEMENT AND HIS OTHER OBLIGATIONS UNDER
SECTION 4.2 OF THIS AGREEMENT, NOTHING HEREUNDER SHALL LIMIT ROGERS FROM AT ANY
TIME (I) APPROACHING PRIMEDIA ABOUT PURCHASING, (II) PARTICIPATING IN ANY EFFORT
TO PURCHASE, OR (III) PURCHASING FROM PRIMEDIA, IN EACH CASE INDIVIDUALLY OR AS
PART OF A BIDDING GROUP, PRIMEDIA OR ANY PROPERTY OWNED BY PRIMEDIA.
ROGERS
ACKNOWLEDGES THAT HE HAS BEEN ADVISED THAT HE IS ENTITLED TO TAKE AT LEAST
TWENTY-ONE (21) DAYS TO CONSIDER WHETHER HE WANTS TO SIGN THIS AGREEMENT AND
THAT THE AGE DISCRIMINATION IN EMPLOYMENT ACT GIVES HIM THE RIGHT TO REVOKE THIS
AGREEMENT WITHIN SEVEN (7) DAYS AFTER HE SIGNS THIS AGREEMENT, AND ROGERS
UNDERSTANDS THAT, AS OF THE DATE OF THIS AGREEMENT, HE WILL NOT RECEIVE ANY
PAYMENTS UNDER THIS AGREEMENT UNTIL SUCH SEVEN (7) DAY REVOCATION PERIOD (THE
"REVOCATION PERIOD") HAS PASSED AND THEN, ONLY IF HE HAS NOT REVOKED THIS
AGREEMENT.
TO THE EXTENT ROGERS HAS EXECUTED THIS