LITIGATION ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(D)
SPECIFIC PERFORMANCE; OTHER LIMITATIONS.
EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT THE PARTIES' RESPECTIVE
REMEDIES AT LAW FOR A
BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF
THIS AGREEMENT (INCLUDING THE APPLICABLE SPINCO PROVISIONS) WOULD BE INADEQUATE
AND, IN RECOGNITION OF THAT FACT, AGREES THAT, IN THE EVENT OF A BREACH OR
THREATENED BREACH BY ANY PARTY OF THE PROVISIONS OF THIS AGREEMENT, IN ADDITION
TO ANY REMEDIES AT LAW, THE PARTIES HERETO WITHOUT POSTING ANY BOND, SHALL BE
ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE, A
TEMPORARY RESTRAINING ORDER, A TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER
EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE.
NO BREACH OR THREATENED BREACH ON
THE PART OF ANY PARTY HERETO SHALL RELIEVE ANY OTHER PARTY OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(E)
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,
PROVIDED THAT THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH TO ATTEMPT TO
PLACE THE PARTIES IN THE SAME POSITION AS THEY WOULD HAVE BEEN IN HAD SUCH
PROVISION NOT BEEN HELD TO BE INVALID, VOID OR UNENFORCEABLE.
(F)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
SPINCO AGREEMENT, TOGETHER WITH THE AGREEMENTS AND INSTRUMENTS REFERENCED HEREIN
AND THEREIN, EMBODIES THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR
UNDERSTANDINGS OR AGREEMENTS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
(G)
INTERPRETATION.
THE WORDS "INCLUDE,"
"INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT
LIMITATION."
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF SUCH AGREEMENT OR INSTRUMENT.
(H)
HEADINGS.
THE HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE INTERPRETED TO LIMIT OR
OTHERWISE AFFECT THE PROVISIONS OF THIS AGREEMENT.
5.
FURTHER ASSURANCES.
EACH PARTY HERETO
AGREES TO TAKE SUCH FURTHER ACTIONS AS MAY BE REASONABLY NECESSARY TO EFFECT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
6.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS WITH THE SAME EFFECT AS IF ALL PARTIES
HERETO HAD SIGNED THE SAME DOCUMENT, AND ALL OF WHICH COUNTERPARTS TOGETHER
SHALL CONSTITUTE ONE AND THE SAME FULLY EXECUTED AGREEMENT.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DATE FIRST ABOVE WRITTEN.
Liberty Media Corporation,
IAC/InterActiveCorp, a Delaware corporation
a Delaware corporation
/s/ Craig Troyer
/s/ Joanne Hawkins
Name:
Craig Troyer
Name:
Joanne Hawkins
Title:
Vice President
Title:
Senior Vice President
Liberty