TO TIME.
(G)
REMEDIES FOR BREACH. EMPLOYEE EXPRESSLY AGREES AND UNDERSTANDS
THAT EMPLOYEE WILL NOTIFY THE COMPANY IN WRITING OF ANY ALLEGED BREACH OF THIS
AGREEMENT BY THE COMPANY, AND THE COMPANY WILL HAVE 30 DAYS FROM RECEIPT OF
EMPLOYEE'S NOTICE TO CURE ANY SUCH BREACH.
EMPLOYEE EXPRESSLY AGREES AND UNDERSTANDS THAT THE REMEDY AT LAW FOR ANY BREACH
BY EMPLOYEE OF THIS SECTION 2 WILL BE INADEQUATE AND THAT DAMAGES FLOWING FROM
SUCH BREACH ARE NOT USUALLY SUSCEPTIBLE TO BEING MEASURED IN MONETARY TERMS.
ACCORDINGLY, IT IS ACKNOWLEDGED THAT UPON EMPLOYEE'S VIOLATION OF ANY PROVISION
OF THIS SECTION 2, IN ADDITION TO ANY REMEDY THAT THE COMPANY MAY HAVE AT LAW,
THE COMPANY SHALL BE ENTITLED TO OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION
IMMEDIATE INJUNCTIVE RELIEF AND OBTAIN A TEMPORARY ORDER RESTRAINING ANY
THREATENED OR FURTHER BREACH AS WELL AS AN EQUITABLE ACCOUNTING OF ALL PROFITS
OR BENEFITS ARISING
4
OUT OF SUCH VIOLATION. NOTHING IN THIS SECTION 2 SHALL BE DEEMED TO LIMIT THE
COMPANY'S REMEDIES AT LAW OR IN EQUITY FOR ANY BREACH BY EMPLOYEE OF ANY OF THE
PROVISIONS OF THIS SECTION 2, WHICH MAY BE PURSUED BY OR AVAILABLE TO THE
COMPANY.
(H)
SURVIVAL OF PROVISIONS. THE OBLIGATIONS CONTAINED IN THIS SECTION
2 SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 2, SURVIVE THE TERMINATION OR
EXPIRATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND, AS APPLICABLE, SHALL
BE FULLY ENFORCEABLE THEREAFTER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IF IT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN ANY STATE THAT ANY
RESTRICTION IN THIS SECTION 2 IS EXCESSIVE IN DURATION OR SCOPE OR IS
UNREASONABLE OR UNENFORCEABLE UNDER THE LAWS OF THAT STATE, IT IS THE INTENTION
OF THE PARTIES THAT SUCH RESTRICTION MAY BE MODIFIED OR AMENDED BY THE COURT TO
RENDER IT ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THAT STATE.
IF ANY OF THE COVENANTS OF THIS SECTION 2 ARE DETERMINED TO BE WHOLLY OR
PARTIALLY UNENFORCEABLE IN ANY JURISDICTION, SUCH DETERMINATION SHALL NOT BE A
BAR TO OR IN ANY WAY DIMINISH THE RIGHTS OF THE COMPANY OR ITS AFFILIATES, AS
APPLICABLE, TO ENFORCE ANY SUCH COVENANT IN ANY OTHER JURISDICTION.
3.
WAIVER OF PRIOR AGREEMENTS. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES, AND EMPLOYEE ACKNOWLEDGES THAT HE HAS WAIVED,
EFFECTIVE AS OF THE EFFECTIVE DATE, ANY AND ALL RIGHTS UNDER PRIOR AGREEMENTS
AND UNDERSTANDINGS (WHETHER WRITTEN OR ORAL) BETWEEN EMPLOYEE AND LENDINGTREE OR
THE COMPANY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (OTHER THAN THE
SHARES AGREEMENT, AS MODIFIED BY THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION,
THE PRIOR AGREEMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY
NOR ANYONE ACTING ON ITS BEHALF HAS MADE, AND IS NOT MAKING, AND IN EXECUTING
THIS AGREEMENT, THE EMPLOYEE HAS NOT RELIED UPON, ANY REPRESENTATIONS, PROMISES
OR INDUCEMENTS EXCEPT TO THE EXTENT THE SAME IS EXPRESSLY SET FORTH IN THIS
AGREEMENT.
4.
ASSIGNMENT; SUCCESSORS. THIS AGREEMENT IS PERSONAL IN ITS NATURE
AND