AGREEMENTS SET FORTH IN
THIS AGREEMENT MAY BE MODIFIED OR WAIVED ONLY BY A SEPARATE WRITING BY THE
COMPANY AND PAULSON EXPRESSLY SO MODIFYING OR WAIVING SUCH AGREEMENTS.
(D)
NO WAIVER.
NO FAILURE OR DELAY BY THE
COMPANY IN EXERCISING ANY RIGHT, POWER OR 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 RIGHT, POWER OR
PRIVILEGE HEREUNDER.
(E)
ASSIGNMENT.
ANY ASSIGNMENT OR ATTEMPTED
ASSIGNMENT OF THIS AGREEMENT BY PAULSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY SHALL BE VOID.
(F)
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.
(G)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
AGREE THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR ANY BREACH OF THIS
AGREEMENT AND THAT EACH OF THE PARTIES HERETO SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND INJUNCTIVE OR OTHER EQUITABLE
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RELIEF AS A REMEDY FOR ANY SUCH BREACH, AND EACH PARTY FURTHER AGREES TO WAIVE
ANY REQUIREMENT FOR THE SECURITY OR POSTING OF ANY BOND IN CONNECTION WITH SUCH
REMEDY.
SUCH REMEDY SHALL NOT BE DEEMED TO BE THE EXCLUSIVE REMEDY FOR BREACH
OF THIS AGREEMENT BUT SHALL BE IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT
LAW OR EQUITY.
(H)
THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED IN ACCORDANCE WITH, AND ENFORCED BY THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF. THE PARTIES HERETO (I) IRREVOCABLY CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE FOR ANY SUITS,
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND
IRREVOCABLY WAIVE ALL OBJECTIONS TO SUCH JURISDICTION, INCLUDING, WITHOUT
LIMITATION, ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (II) AGREE THAT THIS AGREEMENT
HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 DEL. C. SS. 2708, AND
(III) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SERVICE OF PROCESS IN, SUBMIT
TO THE EXCLUSIVE JURISDICTION OF, AND AGREE TO APPEAR IN, THE COURT OF CHANCERY
IN THE STATE OF DELAWARE IN WILMINGTON, DELAWARE, WITH RESPECT TO ALL ACTIONS
AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
*
*
*
*
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
IDEARC INC.
By:
/s/ Samuel D. Jones
Name: Samuel D. Jones
Title: Executive Vice President, Chief Financial Officer and Treasurer
PAULSON & CO. INC.
FOR ITS OWN ACCOUNT FOR THE LIMITED PURPOSE OF AGREEING TO BE BOUND SOLELY BY
SECTIONS 2, 3, 4(B), 4(C) AND, TO THE EXTENT