AGREE THAT THE PARTIES' RESPECTIVE REMEDIES AT LAW FOR A BREACH
OR THREATENED BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT WOULD BE
INADEQUATE AND, IN RECOGNITION OF THAT FACT, AGREES THAT, IN THE EVENT OF A
BREACH OR THREATENED BREACH BY IAC, OR FOLLOWING EACH SPINOFF DATE, THE
APPLICABLE SPINCO, OR A LIBERTY PARTY OF THE PROVISIONS OF THIS AGREEMENT, IN
ADDITION TO ANY REMEDIES AT LAW, THE LIBERTY PARTY, IAC OR SUCH SPINCO,
RESPECTIVELY, 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
25
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.
(G)
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.
(H)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE AGREEMENTS AND
INSTRUMENTS REFERENCED HEREIN, EMBODIES THE COMPLETE AGREEMENT AND UNDERSTANDING
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY PRIOR UNDERSTANDING OR AGREEMENTS BY OR AMONG THE PARTIES,
WRITTEN OR ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(I)
INTERPRETATION.
REFERENCES IN THIS AGREEMENT TO SECTIONS SHALL BE DEEMED
TO BE REFERENCES TO SECTIONS OF THIS AGREEMENT UNLESS THE CONTEXT SHALL
OTHERWISE REQUIRE.
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.
THE WORD "KNOWLEDGE" WHEN USED IN THIS AGREEMENT
SHALL REFER TO THE ACTUAL KNOWLEDGE OF THE PERSON IN QUESTION WITHOUT SUCH
PERSON BEING UNDER ANY DUTY OR OBLIGATION TO MAKE ANY INQUIRIES.
EACH REFERENCE
TO A STATUTE, RULE OR REGULATION (INCLUDING ANY SECTION OF THE CODE AND ANY
TREASURY REGULATIONS) HEREIN SHALL BE DEEMED TO INCLUDE ANY SUCCESSOR STATUTE,
RULE OR REGULATION THERETO.
(J)
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.
26
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
first written above.
Liberty Media Corporation,
IAC/InterActiveCorp, a Delaware corporation
a Delaware corporation
/s/ John C. Malone
/s/ Greg Blatt
Name:
John C. Malone
Name:
Greg Blatt
Title:
Chairman
Title:
Executive Vice President