VIOLATION OF PURCHASE AGREEMENT.
ANY
TRANSFER OR ATTEMPTED TRANSFER OF ANY STOCK IN VIOLATION OF ANY PROVISION OF
THIS PURCHASE AGREEMENT SHALL BE NULL AND VOID, AND TREE.COM SHALL NOT RECORD
SUCH TRANSFER ON ITS BOOKS OR TREAT ANY PURPORTED TRANSFEREE OF SUCH STOCK AS
THE OWNER OF SUCH SECURITIES FOR ANY PURPOSE.
SECTION 6.2
SECTION 83(B) ELECTION.
AFTER EACH PURCHASE OF STOCK
HEREUNDER, PURCHASER WILL MAKE AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE
SERVICE UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
PROMULGATED THEREUNDER IN THE FORM OF EXHIBIT A ATTACHED HERETO AND SHALL
PROMPTLY PROVIDE TREE.COM WITH A COPY OF SUCH ELECTION.
SECTION 6.3
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
PURCHASE AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS PURCHASE AGREEMENT IS
HELD TO BE INVALID,
6
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY
JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS PURCHASE AGREEMENT WILL
BE REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
SECTION 6.4
GOVERNING LAW.
THIS PURCHASE AGREEMENT SHALL BE GOVERNED
IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PRINCIPLES).
SECTION 6.5
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS MADE HEREIN SHALL SURVIVE THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 6.6
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE
BINDING UPON, THE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF
THE PARTIES HERETO; PROVIDED, THAT THE RIGHTS OF PURCHASER UNDER THIS PURCHASE
AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN CONNECTION WITH A TRANSFER OF STOCK
EXPRESSLY PERMITTED BY THE TERMS OF THIS PURCHASE AGREEMENT.
SECTION 6.7
ENTIRE AGREEMENT; AMENDMENT.
THIS PURCHASE AGREEMENT
CONSTITUTES THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT AMONG THE PARTIES
WITH REGARD TO THE SUBJECTS HEREOF AND THEREOF.
THE FAILURE BY EITHER PARTY TO
ENFORCE ANY RIGHTS UNDER THIS PURCHASE AGREEMENT SHALL NOT BE CONSTRUED AS A
WAIVER OF ANY RIGHTS OF SUCH PARTY.
ANY TERM OF THIS PURCHASE AGREEMENT MAY BE
AMENDED AND THE OBSERVANCE OF ANY TERM OF THIS PURCHASE AGREEMENT MAY BE WAIVED
(EITHER GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY), ONLY WITH THE WRITTEN CONSENT OF TREE.COM AND PURCHASER.
SECTION 6.8
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES TO THIS
PURCHASE AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
(I) ARISING UNDER THIS PURCHASE AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS
PURCHASE AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND