PARTY TO ANY PROXY, VOTING
TRUST OR OTHER AGREEMENT THAT IS INCONSISTENT WITH OR CONFLICTS WITH ANY
PROVISION OF THIS AGREEMENT.
SECTION 6.2.
DURATION OF AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE RIGHTS AND OBLIGATIONS OF A STOCKHOLDER UNDER THIS AGREEMENT
SHALL TERMINATE AS FOLLOWS:
(A)
EACH OF LIBERTY AND DILLER SHALL CEASE TO
BE ENTITLED TO EXERCISE ANY RIGHTS AND SHALL CEASE TO HAVE ANY OBLIGATIONS UNDER
THIS AGREEMENT AS OF THE DATE THAT ITS STOCKHOLDER GROUP COLLECTIVELY CEASES TO
OWN ITS ELIGIBLE STOCKHOLDER AMOUNT OF COMMON SHARES; PROVIDED THAT LIBERTY
SHALL CEASE TO BE ENTITLED TO EXERCISE ANY RIGHTS AND SHALL CEASE TO HAVE ANY
OBLIGATIONS UNDER SECTION 4.2 AT SUCH TIME AS THE LIBERTY STOCKHOLDER GROUP
CEASES TO BENEFICIALLY OWN AT LEAST 5% OF THE OUTSTANDING COMMON SHARES (THE
"LIBERTY TERMINATION DATE").
(B)
DILLER AND EACH MEMBER OF HIS STOCKHOLDER
GROUP SHALL CEASE TO BE ENTITLED TO EXERCISE ANY RIGHTS UNDER THIS AGREEMENT IF
THE CEO TERMINATION DATE HAS OCCURRED OR DILLER HAS BECOME DISABLED (THE "DILLER
TERMINATION DATE").
In addition, at such time as the CEO Termination Date has occurred or Diller has
become Disabled, neither the Diller Stockholder Group nor the Liberty
Stockholder Group shall have any obligation under this Agreement with respect to
the matters covered under Sections 3.3, 4.1 and 4.3.
SECTION 6.3.
FURTHER ASSURANCES.
AT ANY TIME OR FROM TIME TO TIME AFTER THE
DATE HEREOF, THE PARTIES AGREE TO COOPERATE WITH EACH OTHER, AND AT THE REQUEST
OF ANY OTHER PARTY, TO EXECUTE AND DELIVER ANY FURTHER INSTRUMENTS OR DOCUMENTS
AND TO TAKE ALL SUCH FURTHER ACTION AS THE OTHER PARTY MAY REASONABLY REQUEST IN
ORDER TO EVIDENCE OR EFFECTUATE THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND TO OTHERWISE CARRY OUT THE INTENT OF THE PARTIES
HEREUNDER.
SECTION 6.4.
AMENDMENT AND WAIVER.
THIS AGREEMENT MAY NOT BE AMENDED,
MODIFIED, OR WAIVED EXCEPT IN A WRITTEN INSTRUMENT EXECUTED BY THE PARTIES.
THE
FAILURE OF ANY PARTY TO ENFORCE ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL IN
NO WAY BE CONSTRUED AS A WAIVER OF SUCH PROVISIONS AND SHALL NOT AFFECT THE
RIGHT OF SUCH PARTY THEREAFTER TO ENFORCE EACH AND EVERY PROVISION OF THIS
AGREEMENT IN ACCORDANCE WITH ITS TERMS.
SECTION 6.5.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY
20
APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OR ANY OTHER JURISDICTION,
BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH
JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER
BEEN CONTAINED HEREIN.
SECTION 6.6.
EFFECTIVE TIME.
THIS AGREEMENT SHALL BECOME EFFECTIVE IMMEDIATELY
FOLLOWING THE EFFECTIVE TIME OF THE COMPANY'S SPIN OFF OF EXPEDIA, INC.
SECTION 6.7.
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
(A)