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.
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(G)
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.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE AGREEMENTS AND INSTRUMENTS REFERENCED HEREIN, EMBODIES THE COMPLETE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ANY PRIOR UNDERSTANDING OR AGREEMENTS BY OR AMONG
THE PARTIES, WRITTEN OR ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(I)
INTERPRETATION.
REFERENCES IN THIS
AGREEMENT TO SECTIONS SHALL BE DEEMED TO BE REFERENCES TO SECTIONS OF THIS
AGREEMENT UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE. 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. THE WORD
"KNOWLEDGE" OR "KNOW" WHEN USED IN THIS AGREEMENT SHALL REFER TO THE ACTUAL
KNOWLEDGE OF THE PERSON IN QUESTION WITHOUT SUCH PERSON BEING UNDER ANY DUTY OR
OBLIGATION TO MAKE ANY INQUIRIES. EACH REFERENCE TO A STATUTE, RULE OR
REGULATION HEREIN SHALL BE DEEMED TO INCLUDE ANY SUCCESSOR STATUTE, RULE OR
REGULATION THERETO.
(J)
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.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first written above.
Liberty Media Corporation,
a Delaware corporation
/s/ Mark D. Carleton
Name: Mark D. Carleton
Title:
Senior Vice President
Live Nation, Inc., a Delaware corporation
/s/ Michael Rapino
Name: Michael Rapino
Title:
President and Chief Executive Officer
Liberty USA Holdings, LLC
a Delaware limited liability company
By: Liberty Programming Company LLC, its sole
member and manager
By: LMC Capital LLC, its sole member and manager
/s/ Mark D. Carleton
Name: Mark D. Carleton
Title:
Senior Vice President
Ticketmaster Entertainment, Inc., a Delaware corporation
/s/ Irving Azoff
Name: Irving Azoff
Title:
Chief Executive Officer
15