SUCH
INFORMATION OR MATERIAL OBTAINED PURSUANT TO THIS SECTION 7.12.1 SHALL BE
GOVERNED BY CONFIDENTIALITY OBLIGATIONS ON THE TERMS SIMILAR TO THOSE CONTAINED
IN THE NDA.
7.12.2
AFTER THE CLOSING, BUYER SHALL, SHALL CAUSE THE TARGET GROUP
COMPANIES TO, AND SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE J:COM
TO, FURNISH TO SELLER PARENT AND ITS REPRESENTATIVES SUCH INFORMATION AND
COOPERATION REGARDING THE TARGET GROUP COMPANIES AND THE J:COM GROUP AS IS
REASONABLY REQUESTED BY SELLER PARENT WITH RESPECT TO LGI'S FINANCIAL REPORTING,
ACCOUNTING AND COMPLIANCE MATTERS FOR THE PERIOD DURING WHICH THE FINANCIAL
RESULTS OF THE J:COM GROUP COMPANIES WERE CONSOLIDATED WITH THE FINANCIAL
RESULTS OF LGI IN A MANNER SIMILAR TO THE INFORMATION AND COOPERATION PROVIDED
BY SUPER MEDIA AND J:COM PRIOR TO THE CLOSING FOR SIMILAR PURPOSES; PROVIDED,
THAT IN NO EVENT SHALL BUYER BE OBLIGATED TO PROVIDE ANY ACCESS OR INFORMATION
IF BUYER DETERMINES, IN GOOD FAITH, THAT PROVIDING SUCH ACCESS OR INFORMATION
MAY VIOLATE APPLICABLE REGULATION, CAUSE BUYER OR ITS REPRESENTATIVES OR
AFFILIATES TO BREACH A CONFIDENTIALITY OR FIDUCIARY OBLIGATION TO WHICH IT IS
BOUND OR JEOPARDIZE ANY RECOGNIZED PRIVILEGE AVAILABLE TO BUYER OR ANY OF ITS
AFFILIATES.
ANY SUCH INFORMATION OR MATERIAL OBTAINED PURSUANT TO THIS
SECTION 7.12.2 SHALL BE GOVERNED BY CONFIDENTIALITY OBLIGATIONS SIMILAR TO THOSE
CONTAINED IN THE NDA.
7.12.3
BUYER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
PROMPTLY COMPLETE ITS FINANCIAL AUDIT OF THE TARGET GROUP COMPANIES FOR THE YEAR
ENDED DECEMBER 31, 2009, SO AS TO PERMIT SELLER PARENT TO TIMELY COMPLETE ITS
AUDIT FOR, AND TAX FILINGS WITH RESPECT TO, THE SAME PERIOD.
7.12.4
BUYER SHALL RETAIN ALL OF THE BOOKS AND RECORDS OF THE
TARGET GROUP COMPANIES RELATING TO THE OPERATION OF THE TARGET GROUP COMPANIES
PRIOR TO THE CLOSING DATE FOR A PERIOD OF SEVEN (7) YEARS AFTER THE CLOSING DATE
OR SUCH LONGER TIME AS MAY BE REQUIRED BY REGULATION.
AFTER THE END OF SUCH
PERIOD, BEFORE DISPOSING OF SUCH BOOKS OR RECORDS, BUYER SHALL GIVE NOTICE TO
SUCH EFFECT TO SELLER PARENT AND GIVE SELLER PARENT AN OPPORTUNITY TO REMOVE AND
RETAIN (AT ITS SOLE COST AND EXPENSE) ALL OR ANY PART OF SUCH BOOKS OR RECORDS
AS SELLER PARENT MAY SELECT; PROVIDED, THAT SELLER PARENT PROVIDES WRITTEN
NOTICE STATING ITS INTENT TO RETAIN SUCH MATERIALS NO LATER THAN 20 BUSINESS
DAYS AFTER HAVING RECEIVED NOTICE THAT SUCH MATERIALS ARE TO BE DISPOSED OF.
32
7.13
REGULATORY AND OTHER APPROVALS.
7.13.1
EACH PARTY SHALL COOPERATE AND USE ITS BEST EFFORTS TO
(I) PREPARE AND FILE AS SOON AS PRACTICABLE ALL NECESSARY DOCUMENTATION WITH,
(II) EFFECT ALL NECESSARY APPLICATIONS, NOTICES, PETITIONS, FILINGS AND OTHER
DOCUMENTS WITH, AND (III) OBTAIN ALL NECESSARY PERMITS FROM, ALL GOVERNMENTAL
AUTHORITIES, IN EACH CASE AS REQUIRED TO EFFECTUATE THE TRANSACTION AND COMPLETE
THE CLOSING.
THE PARTIES FURTHER AGREE TO USE BEST EFFORTS TO TAKE ANY ACT OR
MAKE ANY UNDERTAKING NECESSARY TO RECEIVE ANY CLEARANCE OR APPROVAL REQUIRED BY
ANY GOVERNMENTAL AUTHORITIES OR APPLICABLE REGULATION TO EFFECTUATE THE
TRANSACTION AND