WRITTEN
32
CONSENT (SUCH CONSENT NOT TO BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED),
AND SHALL PROMPTLY REMOVE ANY COMPLIANCE OFFICER UPON YAHOO'S WRITTEN REQUEST.
ANY VACANCY CREATED BY THE REMOVAL, RESIGNATION, RETIREMENT, DEATH OR INCAPACITY
OF ANY COMPLIANCE OFFICER SHALL BE FILLED PROMPTLY BY THE COMPANY WITH A
REPLACEMENT MUTUALLY AGREED UPON BY YAHOO AND THE COMPANY.
8.4
CONFIDENTIALITY.
EACH PARTY SHALL MAINTAIN THE CONFIDENTIALITY OF
CONFIDENTIAL INFORMATION IN ACCORDANCE WITH PROCEDURES ADOPTED BY SUCH PARTY IN
GOOD FAITH TO PROTECT CONFIDENTIAL INFORMATION OF THIRD PARTIES DELIVERED TO
SUCH PARTY, PROVIDED THAT SUCH PARTY MAY DELIVER OR DISCLOSE CONFIDENTIAL
INFORMATION TO (I) SUCH PARTY'S REPRESENTATIVES, AFFILIATES, SHAREHOLDERS,
LIMITED PARTNERS, MEMBERS OF ITS INVESTMENT COMMITTEES, ADVISORY COMMITTEES,
SIMILAR BODIES, AND PERSONS RELATED THERETO, WHO ARE INFORMED OF THE
CONFIDENTIALITY OBLIGATIONS OF THIS SECTION 8.4 AND SUCH PARTY SHALL BE
RESPONSIBLE FOR ANY VIOLATION OF THIS SECTION 8.4 MADE BY ANY SUCH PERSON, (II)
ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH PARTY TO THE EXTENT
REQUIRED BY APPLICABLE LAW OR (III) ANY OTHER PERSON TO WHICH SUCH DELIVERY OR
DISCLOSURE MAY BE NECESSARY OR APPROPRIATE (A) TO EFFECT COMPLIANCE WITH ANY LAW
APPLICABLE TO SUCH PARTY, OR (B) IN RESPONSE TO ANY SUBPOENA OR OTHER LEGAL
PROCESS, PROVIDED THAT, IN THE CASES OF CLAUSES (II) AND (III), THE DISCLOSING
PARTY SHALL PROVIDE EACH OTHER PARTY WITH PROMPT WRITTEN NOTICE THEREOF SO THAT
THE APPROPRIATE PARTY MAY SEEK (WITH THE COOPERATION AND REASONABLE EFFORTS OF
THE DISCLOSING PARTY) A PROTECTIVE ORDER, CONFIDENTIAL TREATMENT OR OTHER
APPROPRIATE REMEDY, AND IN ANY EVENT SHALL FURNISH ONLY THAT PORTION OF THE
INFORMATION WHICH IS REASONABLY NECESSARY FOR THE PURPOSE AT HAND AND SHALL
EXERCISE REASONABLE EFFORTS TO OBTAIN RELIABLE ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED SUCH INFORMATION TO THE EXTENT REASONABLY REQUESTED
BY ANY OTHER PARTY.
8.5
INFORMATION RIGHTS.
(A)
THE COMPANY SHALL, AND SHALL CAUSE EACH SUBSIDIARY TO, MAINTAIN TRUE BOOKS
AND RECORDS OF ACCOUNT IN WHICH FULL AND CORRECT ENTRIES SHALL BE MADE OF ALL
ITS BUSINESS TRANSACTIONS PURSUANT TO A SYSTEM OF ACCOUNTING ESTABLISHED AND
ADMINISTERED IN ACCORDANCE WITH GAAP, AND SHALL SET ASIDE ON ITS BOOKS ALL SUCH
PROPER ACCRUALS AND RESERVES AS SHALL BE REQUIRED UNDER GAAP.
(B)
THE COMPANY SHALL DELIVER TO EACH OF YAHOO, SOFTBANK AND EACH MANAGEMENT
MEMBER THE FOLLOWING:
(I)
AS SOON AS AVAILABLE BUT IN ANY EVENT NOT LATER THAN THIRTY-FIVE (35) DAYS
AFTER THE END OF EACH OF THE QUARTERLY ACCOUNTING PERIODS, THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS SUBSIDIARIES, IF ANY, AS OF
THE END OF EACH SUCH PERIOD, THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS OF THE COMPANY AND ITS
SUBSIDIARIES, IF ANY, FOR SUCH QUARTERLY PERIOD AND FOR THE PERIOD FROM THE
BEGINNING OF SUCH FISCAL YEAR TO THE END OF
33
SUCH QUARTERLY PERIOD.
ALL SUCH FINANCIAL STATEMENTS SHALL BE PREPARED IN
ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS AND BE CERTIFIED BY THE
COMPANY'S CHIEF FINANCIAL OFFICER (AND