ANY 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,
a Delaware corporation
IAC/InterActiveCorp, a Delaware corporation
/s/ Craig Troyer
/s/ Joanne Hawkins
Name:
Craig Troyer
Name:
Joanne Hawkins
Title:
Vice President
Title:
Senior Vice President