BY EACH PARTY.
THE FAILURE OF EITHER PARTY TO
ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF
SUCH PROVISION AND SHALL NOT AFFECT THE RIGHT OF SUCH PARTY THEREAFTER TO
ENFORCE EACH PROVISION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
(B)
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER MAY NOT BE ASSIGNED BY EITHER PARTY WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT CARLYLE
MAY, AT ITS SOLE DISCRETION, ASSIGN OR TRANSFER ITS RIGHTS AND OBLIGATIONS
HEREUNDER TO ANY OF ITS AFFILIATES THAT CONSTITUTE PERMITTED ASSIGNEES UNDER THE
SECURITYHOLDERS AGREEMENT.
(C)
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION
REQUIRED OR PERMITTED TO BE GIVEN OR MADE UNDER THIS AGREEMENT BY ONE PARTY TO
THE OTHER PARTY SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN
AND EFFECTIVE (I) ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY, (II) THREE
DAYS AFTER BEING SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND POSTAGE PREPAID, OR (III) UPON TRANSMISSION BY TELECOPY WITH CONFIRMING COPY
SENT CONCURRENTLY BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED
4
AND POSTAGE PREPAID, TO THE FOLLOWING ADDRESSES (OR TO SUCH OTHER ADDRESS AS
SHALL BE GIVEN IN WRITING BY ONE PARTY TO THE OTHER PARTY IN ACCORDANCE
HEREWITH):
If to Carlyle:
TC Group, LLC
c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
Facsimile:
(202) 347-1692
Attention:
William E. Kenard
If to the Company:
Insight Communications Company, Inc.
810 Seventh Avenue
41st Floor
New York, NY 10019
Facsimile:
(917) 286-2301
Attention:
Elliot Brecher
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT SHALL
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND SHALL SUPERSEDE ALL PREVIOUS ORAL AND WRITTEN (AND ALL
CONTEMPORANEOUS ORAL) NEGOTIATIONS, COMMITMENTS, AGREEMENTS AND UNDERSTANDINGS
RELATING HERETO.
(E)
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND IS TO BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULES THEREOF.
EACH OF THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF
NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AGREES THAT (I) THE
APPROPRIATE VENUE FOR ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE IN SUCH A COURT, (II) ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN SUCH A COURT, AND
(III) ANY SUCH COURT SHALL HAVE JURISDICTION OVER THE