ANY NON-ROUTINE OR
UNREASONABLE EXPENSE OR LIABILITY OR TO WAIVE ANY RIGHT.
ARTICLE VII
MISCELLANEOUS
7.1
EFFECT IF EFFECTIVE TIME DOES NOT OCCUR.
IF
THE SEPARATION AGREEMENT IS TERMINATED PRIOR TO THE DISTRIBUTION DATE, THEN THIS
AGREEMENT SHALL TERMINATE AND ALL ACTIONS AND EVENTS THAT ARE, UNDER THIS
AGREEMENT, TO BE TAKEN OR OCCUR EFFECTIVE IMMEDIATELY PRIOR TO OR AS OF THE
CLOSE OF THE DISTRIBUTION DATE, OR IMMEDIATELY AFTER THE DISTRIBUTION DATE, OR
OTHERWISE IN CONNECTION WITH THE SEPARATION TRANSACTIONS, SHALL NOT BE TAKEN OR
OCCUR EXCEPT TO THE EXTENT SPECIFICALLY AGREED BY THE PARTIES.
7.2
RELATIONSHIP OF PARTIES.
NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR CONSTRUED BY THE PARTIES OR ANY THIRD PARTY AS
CREATING THE RELATIONSHIP OF PRINCIPAL AND AGENT, PARTNERSHIP OR JOINT VENTURE
BETWEEN THE PARTIES, IT BEING UNDERSTOOD AND AGREED THAT NO PROVISION CONTAINED
HEREIN, AND NO ACT OF THE PARTIES, SHALL BE DEEMED TO CREATE ANY RELATIONSHIP
BETWEEN THE PARTIES OTHER THAN THE RELATIONSHIP SET FORTH HEREIN.
7.3
AFFILIATES.
EACH OF IAC, TM, INTERVAL, HSN
AND TREE 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, TM ENTITY, INTERVAL ENTITY, HSN ENTITY OR TREE
ENTITY, RESPECTIVELY.
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
555 West 18th Street
New York, NY 10011
Attention:
General Counsel
Facsimile No.:
(212) 314-7379
(b)
if to TM:
Ticketmaster
8800 West Sunset Blvd
West Hollywood, CA 90069
Attention:
General Counsel
Facsimile No.:
(310) 360-3373
44
(c)
if to Interval:
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, FL 33143
Attention:
General Counsel
Facsimile No.:
(305) 667-2072
(d)
if to HSN:
HSN, Inc.
1 HSN Drive
St. Petersburg, FL 33729
Attention:
General Counsel
Facsimile No.:
(727) 872-6866
(e)
if to Tree:
Tree.com, Inc.
11115 Rushmore Drive
Charlotte, NC 28277
Attention:
General Counsel
Facsimile No.:
(949) 255-5139
7.5
ABANDONMENT.
IAC MAY IN ITS SOLE DISCRETION
ABANDON ONE OR MORE OF THE DISTRIBUTIONS (AS DEFINED IN THE SEPARATION
AGREEMENT) PRIOR TO THE DISTRIBUTION DATE, AND, BY NOTICE TO THE OTHER SPINCOS,
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT TO THE EXTENT OF THE RIGHTS AND
OBLIGATIONS PROVIDED BETWEEN THE SPINCO(S) THE DISTRIBUTION OF WHICH SHALL HAVE
BEEN ABANDONED, ON THE ONE HAND, AND THE OTHER SPINCOS AND IAC, ON THE