EXHIBIT 10.10
NON-CONFIDENTIALITY
AGREEMENT
THIS AGREEMENT (the
“Agreement”), is made as of May 1, 2000, by and among
the undersigned (including their respective partners, members,
officers, employees and agents) and any other persons who agree to
be bound by the terms and conditions of this Agreement by signing a
copy hereof (each a “Party” and collectively, the
“Parties”).
WHEREAS, Pulitzer Inc. and Pulitzer
Technologies, Inc. (collectively, the “Pulitzer
Parties”) and The Herald Company, Inc.( “Herald”
and, together with Pulitzer Parties, the “Permittees”)
have investigated the possibility of entering into a transaction
involving their respective interests in the assets and operations
of the St. Louis Post-Dispatch and certain related businesses (the
“Transaction”);
WHEREAS, the other Parties to this
Agreement (collectively, the “Permitters”) serve as
advisors to either the Pulitzer Parties or Herald in connection
with, or otherwise have participated in the planning, negotiation,
organization or management of the proposed Transaction;
WHEREAS, the Parties hereto desire
this Agreement to be an agreement described in Section
301.6111-2T(c)(2) of the Treasury Regulations authorizing relevant
persons to make certain disclosures, and
WHEREAS, all of the Parties desire
to confirm their understanding regarding the right of each Party to
disclose information regarding the proposed Transaction;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, the Parties hereby agree as
follows:
1. Authorization of Disclosure.
Subject to the applicable provisions of federal, state and other
securities laws which may restrict or limit the disclosure of
material non-public information, and subject to Section 6.1 of the
Operating Agreement of St. Louis Post-Dispatch LLC, each of the
Parties hereby confirms that it has granted to each Permittee
permission to disclose the structure and tax aspects of the
Transaction to any and all persons, without limitation of any
kind.
2. Representations and
Covenants.
(a) Each Party (other than the
Permittees) hereby represents that, subject to (1) the applicable
provisions of federal, state and other securities laws which may
restrict or limit the disclosure of material non-public
information, and (2) professional canons and rules limiting the
disclosure of client confidences and client secrets without client
consent, (i) such Party does not have any express or implied
understanding or agreement with or for the benefit of any
other
person which would render the Transaction
“confidential” within the meaning of Section
301.6111-2T(c) of the Treasury Regulations and (ii) prior to the
date hereof, such Party was not aware of any express or implied
understanding or agreement with or for the benefit of any other
person which would render the Transaction
“confidential̶
