IN ANY MATERIAL RESPECT, WITH
THE NORMAL OPERATIONS OF THE PURCHASERS' BUSINESS AND (Y) THE PURCHASERS MAY
TAKE APPROPRIATE MEASURES TO PROTECT THE SECRECY AND CONFIDENTIALITY OF
INFORMATION OF THE PURCHASERS THAT IS NOT RELATED TO THE BUSINESS
53
OR THE COMPANIES OR THE COMPANY SUBSIDIARIES IN RESPECT OF THE SELLER'S PERIOD
OF OWNERSHIP THEREOF.
SECTION 5.03.
CONFIDENTIALITY.
(A)
THE TERMS OF THE LETTER AGREEMENT DATED AS
OF APRIL 17, 2008 (THE "CONFIDENTIALITY AGREEMENT") BETWEEN THE SELLER AND TIME
INC. ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND SHALL CONTINUE IN FULL
FORCE AND EFFECT UNTIL THE CLOSING, AT WHICH TIME THE OBLIGATIONS SET FORTH IN
THE CONFIDENTIALITY AGREEMENT TO THE EXTENT RELATED TO THE NON-DISCLOSURE OF
INFORMATION RELATING TO THE COMPANIES AND THE COMPANY SUBSIDIARIES SHALL
TERMINATE.
(B)
THE SELLER AND ITS AFFILIATES SHALL NOT DIVULGE, FURNISH OR MAKE AVAILABLE
TO ANYONE (OTHER THAN THE PURCHASERS) ANY PROPRIETARY INFORMATION OF THE
COMPANIES AND THE COMPANY SUBSIDIARIES OR RELATED TO THE BUSINESS; PROVIDED THAT
THE FOREGOING SHALL NOT RESTRICT THE SELLER AND ITS AFFILIATES FROM DISCLOSING
INFORMATION PRIOR TO THE CLOSING IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE.
THIS SECTION 5.03(B) SHALL NOT APPLY TO ANY SUCH
PROPRIETARY INFORMATION WHICH (I) SHALL HAVE ENTERED THE PUBLIC DOMAIN OR BECOME
AVAILABLE THROUGH NO BREACH OF THIS SECTION 5.03(B) BY THE SELLER OR ANY OF ITS
AFFILIATES, (II) SHALL HAVE BECOME AVAILABLE TO THE SELLER OR ANY OF ITS
AFFILIATES FROM A THIRD PARTY WHOM THE SELLER OR SUCH AFFILIATE DOES NOT KNOW IS
UNDER A DUTY OR OBLIGATION TO ANY OF THE SELLER, THE COMPANIES, THE COMPANY
SUBSIDIARIES OR THE PURCHASERS TO KEEP SUCH PROPRIETARY INFORMATION CONFIDENTIAL
OR (III) SHALL BE REQUIRED BY LAW OR THE RULES OR REGULATIONS OF ANY STOCK
EXCHANGE ON WHICH THE SECURITIES OF THE DISCLOSING PARTY OR ITS AFFILIATES ARE
TRADED TO BE DISCLOSED, PROVIDED THAT THE SELLER SHALL GIVE PROMPT NOTICE OF
SUCH REQUIREMENT TO THE PURCHASERS AND COOPERATE WITH THE PURCHASERS, AT THE
PURCHASERS' SOLE COST AND EXPENSE, AS REASONABLY REQUESTED TO SEEK A PROTECTIVE
ORDER WITH RESPECT TO, OR OTHERWISE PREVENT, THE DISCLOSURE OF SUCH INFORMATION.
SECTION 5.04.
REGULATORY AND OTHER AUTHORIZATIONS; NOTICES AND CONSENTS.
(A)
THE PURCHASERS AND THE SELLER AGREE TO USE THEIR COMMERCIALLY REASONABLE BEST
EFFORTS TO PROMPTLY OBTAIN ALL AUTHORIZATIONS, CONSENTS, ORDERS AND APPROVALS OF
ALL GOVERNMENTAL AUTHORITIES SET FORTH ON SECTION 5.04 OF THE DISCLOSURE
SCHEDULE AND WILL COOPERATE FULLY WITH EACH OTHER IN PROMPTLY SEEKING TO OBTAIN
ALL SUCH AUTHORIZATIONS, CONSENTS, ORDERS AND APPROVALS.
IN FURTHERANCE OF THE
FOREGOING, EACH PARTY HERETO AGREES TO MAKE ITS RESPECTIVE FILING PURSUANT TO
THE HSR ACT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS
PROMPTLY AS PRACTICABLE AND, IN ANY EVENT, WITHIN THREE BUSINESS DAYS AFTER THE
EXECUTION OF THIS AGREEMENT, AND TO SUPPLY AS PROMPTLY AS PRACTICABLE TO THE
APPROPRIATE GOVERNMENTAL AUTHORITIES ANY ADDITIONAL INFORMATION AND DOCUMENTARY
MATERIAL THAT MAY BE REQUESTED PURSUANT TO THE HSR ACT.
(B)
EACH PARTY SHALL PROMPTLY NOTIFY THE