THIS AGREEMENT, (B) THE GOVERNANCE AGREEMENT, (C) AS PROVIDED IN SECTION 5.1
HEREOF, THE 1997 STOCKHOLDERS AGREEMENT, AND (D) AS PROVIDED IN SECTION 5.2
HEREOF, THE AGREEMENTS RELATING TO EXPEDIA, INC., EMBODY THE COMPLETE AGREEMENT
AND UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF OR THEREOF AND SUPERSEDE AND PREEMPT ANY PRIOR UNDERSTANDINGS, AGREEMENTS
OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, THAT MAY HAVE
RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
EFFECTIVE UPON THE EFFECTIVE
TIME OF THIS AGREEMENT, THE 2001 STOCKHOLDERS AGREEMENT SHALL TERMINATE AND
SHALL BE SUPERSEDED BY THIS AGREEMENT.
SECTION 6.8.
SUCCESSORS AND ASSIGNS.
NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE ASSIGNED, IN WHOLE OR IN
PART (EXCEPT BY OPERATION OF LAW PURSUANT TO A MERGER WHOSE PURPOSE IS NOT TO
AVOID THE PROVISIONS OF THIS AGREEMENT), BY ANY PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO.
SUBJECT TO THE FOREGOING, THIS AGREEMENT
SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 6.10.
LIABILITIES UNDER FEDERAL SECURITIES LAWS.
THE EXERCISE BY ANY
PARTY (OR ITS AFFILIATES OR STOCKHOLDER GROUP, IF APPLICABLE) (AND INCLUDING, IN
THE CASE OF THE LIBERTY STOCKHOLDER GROUP, ITS EXERCISE OF THE PREEMPTIVE RIGHTS
UNDER ARTICLE III OF THE GOVERNANCE AGREEMENT) OF ANY RIGHTS UNDER THIS
AGREEMENT SHALL BE SUBJECT TO SUCH REASONABLE DELAY AS MAY BE REQUIRED TO
PREVENT ANY PARTY OR ITS RESPECTIVE STOCKHOLDER GROUP FROM INCURRING ANY
LIABILITY UNDER THE FEDERAL SECURITIES LAWS AND THE PARTIES AGREE TO COOPERATE
IN GOOD FAITH IN RESPECT THEREOF.
SECTION 6.11.
REMEDIES.
(A)
EACH PARTY HERETO ACKNOWLEDGES THAT MONEY DAMAGES
WOULD NOT BE AN ADEQUATE REMEDY IN THE EVENT THAT ANY OF THE COVENANTS OR
AGREEMENTS IN THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE WITH ITS TERMS, AND
IT IS THEREFORE AGREED THAT IN ADDITION TO AND WITHOUT LIMITING ANY OTHER REMEDY
OR RIGHT IT MAY HAVE, THE NON-BREACHING PARTY WILL HAVE THE RIGHT TO AN
INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER EQUITABLE RELIEF IN ANY COURT
OF COMPETENT JURISDICTION ENJOINING ANY SUCH BREACH AND ENFORCING SPECIFICALLY
THE TERMS AND PROVISIONS HEREOF.
(B)
ALL RIGHTS, POWERS AND REMEDIES PROVIDED
UNDER THIS AGREEMENT OR OTHERWISE AVAILABLE IN RESPECT HEREOF AT LAW OR IN
EQUITY SHALL BE CUMULATIVE AND NOT ALTERNATIVE, AND THE
21
EXERCISE OR BEGINNING OF THE EXERCISE OF ANY THEREOF BY ANY PARTY SHALL NOT
PRECLUDE THE SIMULTANEOUS OR LATER EXERCISE OF ANY OTHER SUCH RIGHT, POWER OR
REMEDY BY SUCH PARTY.
SECTION 6.12.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY NOTICE,
REQUEST, CLAIM, DEMAND OR OTHER COMMUNICATION UNDER THIS AGREEMENT SHALL BE IN
WRITING, SHALL BE EITHER PERSONALLY DELIVERED, DELIVERED BY FACSIMILE
TRANSMISSION, OR SENT BY REPUTABLE OVERNIGHT