Womex xxx xxxll be merged with and into HomeArts (the "Merger"), and HomeArts shall be the surviving corporation (the "Surviving Corporation") effective upon the date that this Merger Agreement is filed with the Secretary of State of Delaware (the "Effective Date").
Womex xxx xxxll be converted into a warrant for one (1) share of HomeArts, with no change in the exercise price of the HomeArts warrant. No other changes in the terms and conditions of such warrants will occur. Effective on the Effective Date, HomeArts hereby assumes the outstanding and unexercised portions of such warrants and the obligations of Womex.xxx xxxh respect thereto.
Womex xxx, XXC shall distribute the Magazine Sites throughout the Network in a manner no less favorable than any other site on the Network.
Womex xxx, XXC agrees to defend, indemnify and hold harmless Hearst and its directors, officers, agents and employees from and against any and all claims, suits, damages, losses, costs, liabilities, expenses and fees (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from (a) any breach of the warranties set forth in Section 9.2, (b) any Content (excluding Hearst Content, Magazine Content or user-generated
Womex xxx, XXC shall provide Internet hosting services that are equal to, or improve on, the quality of Internet hosting services currently available to the Magazines through the Internet hosting facility maintained for the Hearst New Media and Technology Center ("Hearst New Media") at Exodus Communication's Internet Data Center in Jersey City, New Jersey. The specific hardware configuration, software and connectivity shall be mutually agreed upon by the parties as soon as reasonably practicable following the Effective Date. Hosting services provided by Womex.xxx, XXC to Hearst shall be fully managed services that conform to Network operational standards established by Womex.xxx, XXC. Fully managed means that, in addition to providing all hardware, software, connectivity and bandwidth required to insure that Hearst Content is publicly available to Internet users, Womex.xxx, XXC will provide appropriate monitoring of all systems, and full systems' administration support for all Magazine Sites hosted by Womex.xxx, XXC.
Womex xxx, XXC shall, using industry standard methods, prevent unauthorized access to any production system, Magazine Site, any restricted area of a Magazine Site and any database or other sensitive material generated from or used in conjunction with a Magazine Site, as required by Hearst. As part of this security consideration, Womex.xxx, XXC shall have periodic security audits performed by an independent third party, the frequency of which audits shall be mutually agreed upon.
Womex xxx, XXC will provide and fully manage both live servers and staging servers used for the production of Magazine Sites, whether Content is produced by Womex.xxx, XXC or a third party. Womex.xxx, XXC shall also put in place and support promotion scripts for the timely updating of Content to the sites by production teams employed to produce Magazine Sites, whether at Womex.xxx, XXC or at third party location. The specific requirements for promotion of Content shall be mutually agreed to as soon as reasonably practicable following the Effective Date.
Womex xxx, XXC shall insure that the best commercially available service level agreement is in place for hosting services provided to Hearst and the Magazines. In particular, the terms of the Womex.xxx, XXC service level agreement shall be at least as favorable to Hearst as the service level agreement which is currently in place between Exodus Communications and Hearst New Media, including, without limitation, the terms regarding remedies for interruption of services. As part of its hosting services, Womex.xxx, XXC shall make available to the Magazine Sites all core functionality of the Network, whether the Content for the Magazine Sites is produced by Womex.xxx, XXC or a third party. The scope of this functionality shall be mutually agreed as soon as reasonably practicable following the Effective Date. Core functionality of the Network shall include, but not be limited to, all functionality currently available to the Magazines through the HomeArts Network, e.g., engineering functionality (i.e. registration, ad management, surveys, polls, quizzes, use of relational database systems, user profiling, personalization techniques for delivery of content or advertising, and standard user tracking reports made available to Magazines in an online format), and third party functionality (i.e. search, chat, forums, email, listserve, ad serving, and third party auditing). Additionally, Womex.xxx, XXC shall make available to the Magazine Sites any new functionality at the time it is introduced to the Network; provided, that some production or third party fees may arise for the Magazine Sites if they choose to implement the functionality offered. Hearst agrees that all Magazine Sites, whether produced by Womex.xxx, XXC or a third party, shall be produced in compliance with Network standards. Womex.xxx, XXC will make available to Hearst documentation of Network standards and permit Hearst to provide the documentation to all third parties producing Content for Magazine Sites.
Womex xxx, XXC will provide full Production Services for the selected Magazine Sites. These services shall include, but shall not be limited to:
Womex xxx xxxees to invest [*] within the twelve months following the effective date of such agreement in an effort to develop a system for conducting on-line business transactions. Such investment will include, but not be limited to, equipment purchases and the licensing of appropriate software, as well as allocation of headcount and other resources as reasonably necessary to develop and maintain such transactions systems.
