of its obligations under this Agreement without
(a) the prior written consent of the other Party and (b) the complete assumption
by the assignee of all of the obligations of the assignor under this Agreement;
provided, however, that if the Parties agree that the Exchange will still
qualify as a non-Taxable exchange under Section 351 of the Code and if each
Party characterizes and reports the Exchange in accordance with Section 5.7(b),
UGC will be entitled to assign to one of its Subsidiaries, to be designated by
UGC, the right to acquire the Liberty Chile Stock, which assignment will not
affect any of the obligations of UGC arising from this Agreement or any of the
other Transaction Documents, and LMINT will be entitled to assign to one or more
of its Affiliates the right to acquire the UGC Stock, which will not affect any
of the obligations of LMINT arising from this Agreement or any of the other
Transaction Documents.
All of the terms and provisions of this Agreement will
be binding on, and will inure to the benefit of, the respective successors and
permitted assigns of the Parties.
Section 9.10
No Benefit to Others.
Except as expressly set forth
herein, the representations, warranties, covenants, and agreements contained in
this Agreement are for the sole benefit of the Parties and their respective
successors and permitted assigns, and they will not be construed as conferring
and are not intended to confer any rights, remedies, obligations, or
46
liabilities on any other Person, unless such Person is expressly stated to be
entitled to any such right, remedy, obligation, or liability.
Section 9.11
Counterparts.
This Agreement may be executed by the
Parties in separate counterparts, each of which when so executed and delivered
will be an original, but all such counterparts will together constitute one and
the same instrument.
Section 9.12
Interpretation.
(A)
AS USED HEREIN, EXCEPT AS OTHERWISE INDICATED HEREIN OR AS THE
CONTEXT MAY OTHERWISE REQUIRE: (I) THE WORDS "INCLUDE," "INCLUDES," AND
"INCLUDING" ARE DEEMED TO BE FOLLOWED BY "WITHOUT LIMITATION" WHETHER OR NOT
THEY ARE IN FACT FOLLOWED BY SUCH WORDS OR WORDS OF LIKE IMPORT; (II) THE WORDS
"HEREOF," "HEREIN," "HEREUNDER," AND COMPARABLE TERMS REFER TO THE ENTIRETY OF
THIS AGREEMENT, INCLUDING THE SCHEDULES HERETO, AND NOT TO ANY PARTICULAR
ARTICLE, SECTION, OR OTHER SUBDIVISION HEREOF OR SCHEDULE HERETO; (III) ANY
PRONOUN WILL INCLUDE THE CORRESPONDING MASCULINE, FEMININE, AND NEUTER FORMS;
(IV) THE SINGULAR INCLUDES THE PLURAL AND VICE VERSA; (V) REFERENCES TO ANY
AGREEMENT OR OTHER DOCUMENT ARE TO SUCH AGREEMENT OR DOCUMENT AS AMENDED AND
SUPPLEMENTED FROM TIME TO TIME; (VI) REFERENCES TO ANY STATUTE OR REGULATION ARE
TO IT AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, AND TO ANY CORRESPONDING
PROVISIONS OF SUCCESSOR STATUTES OR REGULATIONS; (VII) EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, REFERENCES TO "ARTICLE," "SECTION,"
"PREAMBLE," "RECITAL," OR ANOTHER SUBDIVISION OR TO A "SCHEDULE" ARE TO AN
ARTICLE, SECTION, PREAMBLE, RECITAL OR SUBDIVISION HEREOF OR " SCHEDULE" HERETO;
AND (VIII)