otherwise facilitate any effort or attempt to make or implement an Alternative
Proposal in each case except as required by applicable Regulations. Seller
Parent shall immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any third parties with respect to
any of the foregoing.
7.10
Control of the Company's Business.
Prior to the
Closing, Sellers shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision over the Target Group Company
operations.
7.11
Pre-Closing Access to Information by Buyer.
Upon
reasonable advance notice, Seller Parent shall, and shall cause each of the
Target Companies to, afford to Buyer and Buyer's Representatives reasonable
access, during normal business hours throughout the period prior to the Closing,
to all of the Target Group Companies' properties, books, contracts and records
and, during such period, Seller Parent shall, and shall cause the Target
Companies to, furnish promptly to Buyer and its Representatives access to all
information concerning the Target Group Companies and all information received
as a shareholder of J:COM as may be reasonably requested by Buyer or its
Representatives, in each case in connection with any filings, applications or
approvals required or contemplated by this Agreement or for any other reason
related to the Transaction; provided, that in no event shall Seller Parent be
obligated to provide any access or information if Seller Parent determines, in
good faith, that providing such access or information may violate applicable
Regulation, cause any Seller Party or its Representatives or Affiliates to
breach a confidentiality or fiduciary obligation to which it is bound or
jeopardize any recognized privilege available to a Seller Party or a Target
Group Company.
Any such information or material obtained pursuant to this
Section 7.11 shall be governed by the terms of the NDA.
31
7.12
POST-CLOSING ACCESS TO INFORMATION.
7.12.1
AFTER THE CLOSING, UPON REASONABLE ADVANCE WRITTEN NOTICE,
BUYER AND SELLER PARENT SHALL FURNISH OR CAUSE TO BE FURNISHED TO EACH OTHER AND
THEIR RESPECTIVE REPRESENTATIVES, DURING NORMAL BUSINESS HOURS, SUCH INFORMATION
(INCLUDING RECORDS PERTINENT TO THE TARGET GROUP COMPANIES AND THE J:COM GROUP)
AS IS REASONABLY NECESSARY FOR FINANCIAL REPORTING AND ACCOUNTING MATTERS IN
CONNECTION WITH THE TRANSACTION, AND, FURTHER, EACH PARTY SHALL, AND BUYER SHALL
CAUSE THE TARGET GROUP COMPANIES TO, GRANT TO THE OTHER PARTY AND ITS
REPRESENTATIVES REASONABLE COOPERATION, ACCESS (INCLUDING TO MAKE AND RETAIN
COPIES THEREOF) AND STAFF ASSISTANCE AT ALL REASONABLE TIMES AND UPON REASONABLE
NOTICE TO ALL BOOKS AND RECORDS OF THE TARGET GROUP COMPANIES AND THE J:COM
GROUP COMPANIES RELATING TO THE PERIOD PRIOR TO THE CLOSING (INCLUDING WORK
PAPERS AND CORRESPONDENCE WITH TAXING AUTHORITIES) THAT ARE NOT OTHERWISE
PROTECTED BY LEGAL PRIVILEGE; 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, OR CAUSE BUYER OR ITS REPRESENTATIVES OR AFFILIATES TO BREACH A
CONFIDENTIALITY OR FIDUCIARY OBLIGATION TO WHICH IT IS BOUND.
ANY