FINANCIAL ACCOUNTING
METHODS, EXCEPT AS REQUIRED BY REGULATION OR U.S. GAAP;
7.5.7
ENTER INTO ANY NEW CONTRACT, OR MODIFY, AMEND OR
TERMINATE ANY OF ITS EXISTING CONTRACTS OR WAIVE, RELEASE OR ASSIGN ANY MATERIAL
RIGHTS OR CLAIMS RELATING THERETO;
7.5.8
MAKE, CHANGE OR RESCIND ANY ELECTION RELATING TO
TAXES, OR CHANGE ANY METHOD OF TAX ACCOUNTING OR SETTLE OR COMPROMISE ANY
MATERIAL TAX CLAIM IF SUCH ACTION WOULD INCREASE THE TAX LIABILITY OF A BUYER
INDEMNIFIED PERSON IN A POST-CLOSING TAX PERIOD OR THE PORTION OF ANY STRADDLE
PERIOD BEGINNING AFTER THE CLOSING DATE;
7.5.9
ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION,
DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION OR OTHER
REORGANIZATION; OR
7.5.10
ENTER INTO ANY AGREEMENT, CONTRACT, COMMITMENT OR
ARRANGEMENT TO DO ANY OF THE FOREGOING.
7.6
Interim Operations of J:COM.
From the
Effective Date until the Closing or earlier termination of this Agreement, and
except (i) as contemplated in or permitted by this Agreement, (ii) as required
by applicable Regulation, (iii) as required by the Super Media LPA for so long
as it remains in effect, (iv) as required by fiduciary duties owed to J:COM by
the J:COM directors who have been designated by Target Companies under the Super
Media LPA (the "Target Company Designees") or (v) to the extent Buyer shall
otherwise consent, which decision shall not be unreasonably withheld or
conditioned, Seller Parent shall not permit any Target Company Designee to
propose or vote as a J:COM director in favor of J:COM taking any of the actions
set forth in Schedule 7.6.
7.7
Covenants of Buyer.
From the Effective Date
until the Closing or earlier termination of this Agreement, Buyer agrees that,
except as expressly contemplated or permitted in this Agreement or to the extent
Seller Parent shall otherwise consent in writing, which consent shall not be
unreasonably withheld or conditioned:
7.7.1
BUYER SHALL NOT, AND SHALL NOT PERMIT ANY AFFILIATE
TO, (I) OFFER TO ACQUIRE, ACQUIRE OR AGREE TO ACQUIRE ANY ASSETS OR SECURITIES,
OR (II) OFFER TO ACQUIRE, ACQUIRE OR AGREE TO ACQUIRE, WHETHER BY MERGER,
CONSOLIDATION, BY PURCHASING ANY PORTION OF THE ASSETS OF OR
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EQUITY IN, OR BY ANY OTHER MANNER, ANY BUSINESS OR ANY PERSON OR OTHER BUSINESS
ORGANIZATION OR DIVISION THEREOF, IF SUCH OFFER, THE ENTERING INTO OF A
DEFINITIVE AGREEMENT RELATING THERETO OR THE CONSUMMATION OF SUCH ACQUISITION,
MERGER OR CONSOLIDATION COULD REASONABLY BE EXPECTED TO (A) IMPOSE ANY DELAY IN
THE EXPIRATION OF ANY APPLICABLE WAITING PERIOD OR CREATE A RISK THAT ANY
AUTHORIZATION, CONSENT, ORDER, DECLARATION OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY BECOMES NECESSARY TO CONSUMMATE THE TRANSACTION, (B) CREATE A RISK OF
ANY GOVERNMENTAL AUTHORITY ENTERING AN ORDER PROHIBITING THE TRANSACTION OR
(C) DELAY OR IMPEDE THE CONSUMMATION OF THE TRANSACTION; AND
7.7.2
BUYER SHALL OBTAIN THE FUNDS, AND BE IN A POSITION TO
IMMEDIATELY SATISFY THE FUNDING OBLIGATIONS, IN EACH CASE AS PROMPTLY AS
REASONABLY PRACTICABLE AND IN ANY EVENT ON OR PRIOR TO THE DATE FOLLOWING
FEBRUARY 9, 2010 ON WHICH THE