America Online 2010 Annual Report Download - page 171

subject to the procedure set forth in Section 10.13.3 with respect to Required Disclosures, disclose information in order to comply with any
governmental order, statute, rule, regulation, regulatory authority requirement or request, (iii) disclose information in order to enforce any rights or
remedies of it under this Agreement or (iv) use information independently developed by any employee, agent or consultant of Purchaser who did not
have access to the Confidential Documents.
10.13.3 The parties hereby covenant that (i) prior to the Closing, neither party shall issue any press release or public statement (a "Release") with
respect to the transactions contemplated by this Agreement without the prior consent of the other party, and (ii) after the Closing, any initial Release
issued by either party shall be subject to the review and approval of the other party (which approval shall not be unreasonably withheld, conditioned or
delayed); provided, however, that the foregoing covenant shall not apply to any Releases, other than an initial Release, and any disclosure or public
statement required by law, the regulations of the Securities and Exchange Commission, any other applicable regulatory bodies or the applicable stock
exchange (a "Required Disclosure"); provided further that, prior to Closing, if reasonably practicable in relation to when the Required Disclosure is
due, the disclosing party shall, two (2) business days prior to making a Required Disclosure, submit the Required Disclosure to the non-disclosing party
for the non-disclosing party's reasonable review and comment. Purchaser and Seller acknowledge that the other party's agreement to maintain the
confidentiality of the terms and conditions of this Agreement and to not make any Release (other than a Required Disclosure) concerning this
transaction without the prior written consent of the other party is a material inducement to their entering into this Agreement, and the terms of this
Section 10.13 shall survive Closing or the termination of this Agreement without Closing.
10.14 Waiver. Any term or condition of this Agreement may be waived at any time by the party which is entitled to the benefit thereof. To be effective, each
such waiver shall be in writing, shall specifically refer to this Agreement and the term or condition being waived, and shall be executed by an authorized
officer of such party. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.
10.15 Waiver of Jury Trial. Each party to this Agreement waives any right to trial by jury in any action, matter or proceeding regarding this Agreement or
any provision hereof.
10.16 Service of Process. Each party irrevocably consents to the service of process in any action or proceeding by receipt of mailed copies thereof by national
courier to its address as specified in or pursuant to Section 10.3 hereof. However, the foregoing shall not limit the right of a party to effect service of process
on the other party by any other legally available method.
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