PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED
SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
24
(C)
EFFECTIVENESS OF CERTAIN PROVISIONS.
WITH RESPECT TO EACH SPINCO,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
(i) the provisions of Sections 3, 5, 6 and 9(c) (the "Delayed Effectiveness
Provisions"), to the extent related to the parties' rights and obligation in
respect of such Spinco, shall become effective only if the Spinoff of such
Spinco is effected in the form of a Single-Tier Spinoff, and in such case, shall
become effective upon the Spinoff Date of such Spinco; and
(ii) in the event, and upon the earliest to occur, of (x) the Spinoff of such
Spinco effected in a form other than a Single-Tier Spinoff, (y) the public
announcement by IAC of the abandonment of the Spinoff of such Spinco and (z) if
the Delayed Effectiveness Provisions have not previously become effective
pursuant to Section 10(c)(i), the End Date, the Delayed Effectiveness
Provisions, to the extent related to such Spinco, shall terminate and shall
thereafter not become effective.
(D)
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS.
EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE, FOR ANY ACTION,
PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY
("LITIGATION") ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS,
NOTICE OR DOCUMENT BY U.S. MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS
AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURTS OF THE STATE OF DELAWARE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL
BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
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.
(F)
SPECIFIC PERFORMANCE; OTHER LIMITATIONS.
IAC AND EACH LIBERTY PARTY EACH
ACKNOWLEDGE AND