TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
NOTWITHSTANDING ANYTHING IN THIS SECTION 8(A) TO THE
CONTRARY, EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
FOR PURPOSES OF THIS SECTION 8, "ACTION"
SHALL MEAN ANY PENDING ACTION (AT LAW OR IN EQUITY), SUIT, ARBITRATION, OR
PROCEEDING.
(B)
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN ANY OF THE AFOREMENTIONED COURTS BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY RECONGNIZED OVERNIGHT
DELIVERY SERVICE, TO SUCH PARTY AT SUCH PARTY'S ADDRESS REFERRED TO IN
SECTION 10.
10.
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
THIS AGREEMENT
(INCLUDING ANY THE SCHEDULES AND EXHIBITS HERETO) CONTAINS THE ENTIRE AGREEMENT
BY AND BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
ALL PRIOR NEGOTIATIONS, WRITINGS AND UNDERSTANDINGS RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT, ARE MERGED IN AND ARE SUPERSEDED AND CANCELLED BY,
THIS AGREEMENT.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY AN
INSTRUMENT OR INSTRUMENTS IN WRITING SIGNED BY CABLEVISION, HOLDCO, THE COMPANY
AND TRIBUNE.
ANY PARTY HERETO MAY, ONLY BY AN INSTRUMENT IN WRITING, WAIVE
COMPLIANCE BY ANY OTHER PARTY OR PARTIES HERETO WITH ANY TERM OR PROVISION
HEREOF ON THE PART OF SUCH OTHER PARTY OR PARTIES HERETO TO BE PERFORMED OR
COMPLIED WITH.
NO FAILURE OR DELAY OF ANY PARTY IN EXERCISING ANY RIGHT OR
REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR WILL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT OR POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF
STEPS TO ENFORCE SUCH RIGHT OR POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER.
THE WAIVER BY ANY PARTY
HERETO OF A BREACH OF ANY TERM OR PROVISION HEREOF SHALL NOT BE CONSTRUED AS A
WAIVER OF ANY SUBSEQUENT BREACH.
THE RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT
THEY WOULD OTHERWISE HAVE HEREUNDER.
IN THE EVENT ANY PROVISION IN ANY OTHER
TRANSACTION AGREEMENT SHALL IN ANY WAY CONFLICT WITH THE PROVISIONS OF THIS
AGREEMENT (EXCEPT WHERE A PROVISION THEREIN EXPRESSLY PROVIDES THAT IT IS
INTENDED TO TAKE PRECEDENCE OVER THIS AGREEMENT), THIS AGREEMENT SHALL CONTROL.
11.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER WILL BE
IN WRITING AND GIVEN BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, SUCH AS FEDERAL EXPRESS OR
FACSIMILE (OR LIKE TRANSMISSION) WITH CONFIRMATION OF TRANSMISSION BY THE
TRANSMITTING EQUIPMENT OR PERSONAL DELIVERY AGAINST RECEIPT TO THE PARTY TO WHOM
IT IS GIVEN, IN EACH CASE, AT SUCH PARTY'S ADDRESS OR FACSIMILE NUMBER SET FORTH
BELOW OR SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS SUCH PARTY MAY HEREAFTER
SPECIFY BY NOTICE TO THE OTHER PARTIES HERETO GIVEN IN ACCORDANCE HEREWITH.
ANY
SUCH NOTICE OR OTHER COMMUNICATION