PARTIES, SHALL BE DEEMED TO CREATE ANY RELATIONSHIP
BETWEEN THE PARTIES OTHER THAN THE RELATIONSHIP SET FORTH HEREIN.
7.3
AFFILIATES.
EACH OF IAC AND EXPEDIA SHALL
CAUSE TO BE PERFORMED, AND HEREBY GUARANTEES THE PERFORMANCE OF, ALL ACTIONS,
AGREEMENTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT TO BE PERFORMED BY
ANOTHER IAC ENTITY OR AN EXPEDIA ENTITY, RESPECTIVELY.
20
7.4
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS,
DEMANDS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN TO A PARTY WHEN (A) DELIVERED TO THE APPROPRIATE ADDRESS BY HAND OR
BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE (COSTS PREPAID); (B) SENT BY
FACSIMILE WITH CONFIRMATION OF TRANSMISSION BY THE TRANSMITTING EQUIPMENT; OR
(C) RECEIVED OR REJECTED BY THE ADDRESSEE, IF SENT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, IN EACH CASE TO THE FOLLOWING ADDRESSES AND FACSIMILE NUMBERS
AND MARKED TO THE ATTENTION OF THE PERSON (BY NAME OR TITLE) DESIGNATED BELOW
(OR TO SUCH OTHER ADDRESS, FACSIMILE NUMBER OR PERSON AS A PARTY MAY DESIGNATE
BY NOTICE TO THE OTHER PARTIES):
(a)
if to IAC:
IAC/InterActiveCorp
152 West 57th Street
New York, NY 10019
Attention:
General Counsel
Facsimile No.:
(212) 632-9642
with copies to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention:
Michael S. Katzke, Esq.
Facsimile No.:
(212) 403-2345
(b)
if to Expedia:
Expedia, Inc.
3150 139th Ave SE
Bellevue, WA 98005
Attention:
General Counsel
Fax:
(425) 679-7251
7.5
INCORPORATION OF SEPARATION AGREEMENT
PROVISIONS.
THE FOLLOWING PROVISIONS OF THE SEPARATION AGREEMENT ARE HEREBY
INCORPORATED HEREIN BY REFERENCE, AND UNLESS OTHERWISE EXPRESSLY SPECIFIED
HEREIN, SUCH PROVISIONS SHALL APPLY AS IF FULLY SET FORTH HEREIN MUTATIS
MUTANDIS (REFERENCES IN THIS SECTION 7.5 TO AN "ARTICLE" OR "SECTION" SHALL MEAN
ARTICLES OR SECTIONS OF THE SEPARATION AGREEMENT, AND REFERENCES IN THE MATERIAL
INCORPORATED HEREIN BY REFERENCE SHALL BE REFERENCES TO THE SEPARATION
AGREEMENT):
ARTICLE VII (RELATING TO SURVIVAL AND INDEMNIFICATION); ARTICLE XI
(RELATING TO FURTHER ASSURANCES); ARTICLE IX (RELATING TO EXCHANGE OF
INFORMATION; CONFIDENTIALITY); ARTICLE X (RELATING TO DISPUTE RESOLUTION);
ARTICLE XIII (RELATING TO SOLE DISCRETION OF IAC; TERMINATION); ARTICLE XIV
(RELATING TO MISCELLANEOUS).
21
IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to
be duly executed as of the day and year first above written.
IAC/INTERACTIVECORP
By:
/s/ Gregory R. Blatt
Name:
Gregory R. Blatt
Title:
Executive Vice President
EXPEDIA, INC.
By:
/s/ Keenan M. Conder
Name:
Keenan M. Conder
Title:
Senior Vice President
22