BY ANY PARTY 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 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.
SECTION 6.03.
SUCCESSORS AND ASSIGNS.
EXCEPT AS
PROVIDED IN ARTICLE I, 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 OF LIBERTY WITH ANOTHER PERSON A
SIGNIFICANT PURPOSE OF WHICH IS NOT TO AVOID THE PROVISIONS OF THIS AGREEMENT),
BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO.
SUBJECT TO THE FOREGOING, THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS.
SECTION 6.04.
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 NON-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.
SECTION 6.05.
COUNTERPARTS .
THIS AGREEMENT MAY BE
SIGNED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH
THE SAME EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME
INSTRUMENT.
SECTION 6.06.
SPECIFIC PERFORMANCE.
THE COMPANY,
MR. DILLER AND LIBERTY EACH ACKNOWLEDGES AND AGREES THAT THE PARTIES' RESPECTIVE
REMEDIES AT LAW FOR A
BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF
THIS AGREEMENT WOULD BE INADEQUATE AND, IN RECOGNITION OF THAT FACT, AGREES
THAT, IN THE EVENT OF A BREACH OR THREATENED BREACH BY THE