WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES HERETO, AND ANY PURPORTED ASSIGNMENT OR OTHER TRANSFER WITHOUT SUCH
CONSENT SHALL BE VOID AND UNENFORCEABLE.
8.7
THIRD PARTY BENEFICIARIES.
IT IS EXPRESSLY AGREED BY THE PARTIES HERETO
THAT ALIBABA SHALL BE A THIRD PARTY BENEFICIARY OF ALL OF THE TERMS OF THIS
AGREEMENT AND ALIBABA SHALL BE ENTITLED TO ENFORCE ITS RIGHTS AS SUCH UNDER THIS
AGREEMENT.
8.8
AMENDMENT; WAIVERS, ETC.
NO AMENDMENT, MODIFICATION OR DISCHARGE OF THIS
AGREEMENT, AND NO WAIVER HEREUNDER, SHALL BE VALID OR BINDING UNLESS SET FORTH
IN WRITING AND DULY EXECUTED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE
AMENDMENT, MODIFICATION, DISCHARGE OR WAIVER IS SOUGHT, PROVIDED THAT NO
AMENDMENT, MODIFICATION, DISCHARGE OF THIS AGREEMENT, AND NO WAIVER HEREUNDER,
SHALL BE VALID AND BINDING AGAINST THE PURCHASERS UNLESS SET FORTH IN WRITING
AND DULY EXECUTED BY BOTH THE PURCHASERS AND ALIBABA.
ANY SUCH WAIVER SHALL
CONSTITUTE A WAIVER ONLY WITH RESPECT TO THE SPECIFIC MATTER DESCRIBED IN SUCH
WRITING AND SHALL IN NO WAY IMPAIR THE RIGHTS OF THE PARTY GRANTING SUCH WAIVER
IN ANY OTHER RESPECT OR AT ANY OTHER TIME.
NEITHER THE WAIVER BY ANY OF THE
PARTIES HERETO OF A BREACH OF OR A DEFAULT UNDER ANY OF THE PROVISIONS OF THIS
AGREEMENT, NOR THE FAILURE BY ANY OF THE PARTIES, ON ONE OR MORE OCCASIONS, TO
ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT OR TO EXERCISE ANY RIGHT OR
PRIVILEGE HEREUNDER, SHALL BE CONSTRUED AS A WAIVER OF ANY OTHER BREACH OR
DEFAULT OF A SIMILAR NATURE, OR AS A WAIVER OF ANY OF SUCH PROVISIONS, RIGHTS OR
PRIVILEGES HEREUNDER.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE
AND NONE IS EXCLUSIVE OF ANY OTHER, OR OF ANY RIGHTS OR REMEDIES THAT ANY PARTY
MAY OTHERWISE HAVE AT LAW OR IN EQUITY.
8.9
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
8.10
SEVERABILITY.
IF ANY PROVISION, INCLUDING ANY PHRASE, SENTENCE, CLAUSE,
SECTION OR SUBSECTION, OF THIS AGREEMENT IS INVALID, INOPERATIVE OR
UNENFORCEABLE FOR ANY REASON, SUCH CIRCUMSTANCES SHALL NOT HAVE THE EFFECT OF
RENDERING SUCH PROVISION IN QUESTION INVALID, INOPERATIVE OR UNENFORCEABLE IN
ANY OTHER CASE OR CIRCUMSTANCE, OR OF RENDERING ANY OTHER PROVISION HEREIN
CONTAINED INVALID, INOPERATIVE, OR UNENFORCEABLE TO ANY EXTENT WHATSOEVER.
8.11
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR PURPOSES OF
CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
16
8.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH SHALL TOGETHER
CONSTITUTE ONE AND THE SAME INSTRUMENT.
17
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
YAHOO! INC.
By:
Name:
Title:
SOFTBANK CORP.
By:
Name:
Title:
[NAME OF SELLING
SHAREHOLDER 1]
By:
Name:
Title:
[NAME OF SELLING
SHAREHOLDER 2]
By:
Name:
Title:
[NAME OF SELLING