Exhibit 10.6


 


SPINCO
ASSIGNMENT AND ASSUMPTION AGREEMENT (ILG)


 


AGREEMENT (this “Agreement”), dated as of August 20,
2008, among InterActiveCorp, a Delaware corporation (“IAC”), Interval
Leisure Group, Inc., a Delaware corporation (the “Company”),
Liberty Media Corporation, a Delaware corporation (“Liberty”), and
Liberty USA Holdings, LLC, a Delaware limited liability company (“Liberty
Sub” and, together with Liberty, the “Liberty Parties”).


 


RECITALS


 


WHEREAS, IAC, Barry Diller, Liberty and the other
parties named therein entered into that certain Spinco Agreement, dated as of May 13,
2008 (the “Spinco Agreement”);


 


WHEREAS, IAC, 
Liberty Sub and Liberty entered into that certain Affiliate and
Assignment Agreement, dated as of August 20, 2008, pursuant to which
Liberty Sub assumed all of the rights, benefits, liabilities and obligations of
each Liberty Party (as defined in the Spinco Agreement) signatory to the Spinco
Agreement under the Spinco Agreement other than Liberty;


 


WHEREAS, the Spinco Agreement provides that, in
connection with each Single-Tier Spinoff of a Spinco consummated prior to the
End Date, IAC will cause such Spinco to enter into this Agreement with the
Liberty Parties;


 


WHEREAS, IAC has determined to proceed with the
Single-Tier Spinoff of the Company and, in accordance with the terms of the
Spinco Agreement, the parties are entering into this Agreement; and


 


WHEREAS, capitalized terms not otherwise defined
herein will have the meanings specified in the Spinco Agreement.


 


NOW, THEREFORE, for good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows:


 


1.                                       Assignment
and Assumption.  Effective as of the
Spinoff Date with respect to the Company, (i) IAC hereby transfers, assigns
and conveys to the Company those rights, benefits, liabilities and obligations
applicable to the Company in its capacity as a Spinco for purposes of the
Spinco Agreement (but, for the avoidance of doubt, not with respect to any
other Spinco) that are specified in or arise under Sections 3 (other than Section 3(e)),
5 (other than IAC’s obligations to make the determinations and deliver the
consents provided for in Section 5(d) of the Spinco Agreement with
respect to certain transactions occurring within two years following
a Tax-Free Spinoff, and its obligation to prepare and update the Initial IAC
List applicable to the Company), 6, 7, 9(c) and, to the extent of the
application of the provisions of Sections 1 and 10 to the aforementioned
Sections, Sections 1 and 10 of the Spinco Agreement (collectively, the “Applicable
Spinco Provisions”, and such rights and benefits, collectively, the “Assigned
Rights”, and such liabilities and obligations, collectively, the “Assigned
Obligations”), (ii) the Company accepts and assumes the Assigned
Rights and Assigned Obligations and agrees to be bound by the Assigned
Obligations and to perform the Assigned Obligations in accordance 


 





















 


therewith as if the Company had executed and delivered the Spinco
Agreement, and (iii) each Liberty Party acknowledges that the Company is a
Spinco for purposes of the Spinco Agreement and, as such, upon the Single-Tier
Spinoff of the Company is entitled to all of the Assigned Rights as if it had
executed and delivered the Spinco Agreement, and each Liberty Party agrees to
perform its obligations with respect to the Company (in its capacity as a
Spinco) under the Applicable Spinco Provisions in accordance therewith.


 


2.                                       Releases.  Effective as of the Spinoff Date with respect
to the Company, (a) each Liberty Party hereby releases IAC from any
obligations and liabilities arising after such Spinoff Date relating to (i) IAC’s
obligations pursuant to the Spinco Agreement to cause the Company to enter into
this Agreement and (ii) the Company’s performance after such Spinoff Date
of the Assigned Rights and Assigned Obligations, and (b) IAC hereby
releases each Liberty Party from any obligations and liabilities with respect
to the performance after the Spinoff Date of its obligations with respect to
the Company under the Applicable Spinoff Provisions as they relate to the
Company.  The foregoing releases will not
affect in any way any liability or obligation of any party to the Spinco
Agreement for any breach of the Spinco Agreement occurring on or prior to the
Spinoff  Date with respect to the Company
or with respect to any rights or obligations of, or with respect to, any other
Spinco.


 


3.                                       Third
Party Beneficiaries; Assignment


 


(a)                                  Nothing
in this Agreement, whether express or implied, shall be construed to give any
Person, other than the parties hereto, any legal or equitable right, remedy or
claim under or in respect of this Agreement.


 


(b)                                 Except
as provided in this Section 3, in any Assignment and Assumption Agreement
(other than this Agreement) or in Sections 5(d)(i)(6), 5(d)(i)(7) or 9(c) of
the Spinco Agreement, neither this Agreement nor any rights or obligations
under this Agreement shall be assigned, in whole or in part, by the Company,
IAC or the Liberty Parties without the prior written consent of the other.  Any such consent by the Company shall be
authorized by a majority of the Qualified Directors of the Company and any such
consent by IAC shall be authorized by a majority of the Board of Directors of
IAC (excluding for this purpose any Liberty Director as defined in the
Governance Agreement) (the execution and delivery of any such consent by the
Company and IAC shall conclusively evidence the authorization of such consent
required pursuant to this sentence). 
Subject to the foregoing, the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


 





















 


4.                                       General
Provision


 


(a)                                  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including telecopy)
and shall be given, if to any Liberty Party, to:


 


Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 
80112


Attention:          General
Counsel


Facsimile:         (720)
875-5382


 


with a copy to:


 


Baker Botts L.L.P.


30 Rockefeller Plaza


44th Floor


New York, New York 
10112


Attention:          Frederick
H. McGrath


Facsimile:         (212)
408-2501


 


if to the Company, to:


 


Interval Leisure Group, Inc.


6262 Sunset Drive


Miami, Florida
33143


Attention: General
Counsel


Fax:  (305)
667-2072


 


and if to IAC, as specified in the Spinco Agreement;
or such address or facsimile number as such party may hereafter specify for the
purpose by notice to the other parties hereto. 
Each such notice, request or other communication shall be effective when
delivered personally, telegraphed, or telecopied, or, if mailed, five business
days after the date of the mailing.


 


(b)                                 Amendments;
Waivers.  Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the party whose rights
or obligations hereunder are affected by such amendment, or in the case of a
waiver, by the party or parties against whom the waiver is to be effective.  Any amendment or waiver by the Company shall
be authorized by a majority of the Qualified Directors of the Company and any
amendment or waiver by IAC shall be authorized by a majority of the Board of
Directors of IAC (excluding for this purpose any Liberty Director as defined in
the Governance Agreement) (the execution and delivery of any such amendment or
waiver by the Company and IAC shall conclusively evidence the authorization of
such amendment or waiver required pursuant to this sentence).


 


No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any 


 

















 


other or further exercise thereof or the exercise of any other right,
power or privilege.  The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.


 


(c)                                  Governing
Law; Consent To Jurisdiction.  This
Agreement shall be construed in accordance with and governed by the internal
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws.  Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of Delaware, for any action,
proceeding or investigation in any court or before any governmental authority (“Litigation”)
arising out of or relating to this Agreement and the transactions contemplated
hereby and further agrees that service of any process, summons, notice or
document by U.S. mail to its respective address set forth in this Agreement
shall be effective service of process for any Litigation brought against it in
any such court.  Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the
laying of venue of any Litigation arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of Delaware, and
hereby further irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such Litigation brought in any such court
has been brought in an inconvenient forum. 
Each of the parties irrevocably and unconditionally waives, to the
fullest extent permitted by applicable law, any and all rights to trial by jury
in connection with any Litigation arising out of or relating to this Agreement
or the transactions contemplated hereby.


 


(d)                                 Specific
Performance; Other Limitations.  Each
of the parties hereto acknowledges and agrees that the parties’ respective remedies
at law for a  breach or threatened breach
of any of the provisions of this Agreement (including the Applicable Spinco
Provisions) would be inadequate and, in recognition of that fact, agrees that,
in the event of a breach or threatened breach by any party of the provisions of
this Agreement, in addition to any remedies at law, the parties hereto without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.  No breach or threatened breach on the part of
any party hereto shall relieve any other party of any of its obligations under
this Agreement.


 


(e)                                  Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, provided that
the parties hereto shall negotiate in good faith to attempt to place the
parties in the same position as they would have been in had such provision not
been held to be invalid, void or unenforceable.


 


(f)                                    Entire
Agreement.  This Agreement and the
Spinco Agreement, together with the agreements and instruments referenced
herein and therein, embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes any
prior understandings or agreements by or among the parties, written or oral,
with respect to the subject matter hereof.


 





















 


(g)                                 Interpretation.  The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of such agreement or
instrument.


 


(h)                                 Headings.  The headings contained in this Agreement are
for convenience only and shall not be interpreted to limit or otherwise affect
the provisions of this Agreement.


 


5.                                       Further
Assurances.  Each party hereto agrees
to take such further actions as may be reasonably necessary to effect the
transactions contemplated by this Agreement.


 


6.                                       Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all parties hereto had signed the
same document, and all of which counterparts together shall constitute one and
the same fully executed agreement.


 





















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


 


	
  Liberty Media Corporation,

  	
   

  	
  IAC/InterActiveCorp, a
  Delaware corporation

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Craig Troyer

  	
   

  	
  /s/ Joanne Hawkins

  
	
  Name:  Craig Troyer

  	
   

  	
  Name:  Joanne Hawkins

  
	
  Title:    Vice President

  	
   

  	
  Title:    Senior Vice President

  



 


 


	
  Liberty USA Holdings, LLC

  	
  Interval Leisure Group, Inc., a Delaware

  
	
  a Delaware limited liability company

  	
  corporation

  
	
   

  	
   

  
	
  By: Liberty Programming Company LLC, its 

  sole member and manager

  	
   

  /s/ Tanya Stanich

  
	
   

  	
  Name:  Tanya Stanich

  
	
  By: LMC Capital LLC, its sole member and 

  manager

  	
  Title:    Vice President and
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Craig Troyer

  	
   

  	
   

  
	
  Name:  Craig Troyer

  	
   

  
	
  Title:    Vice President

  	
   

  
			



 


 


[Signature Page to Spinco
Assignment/Assumption Agreement (Interval Leisure Group, Inc.)]