ARE COMMON
CARRIERS.
(B)
GOVERNING LAW. THE VALIDITY, INTERPRETATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE LAWS, RULES OR PRINCIPLES OF
THE STATE OF NEW YORK REGARDING CONFLICTS OF LAWS). THE RESPECTIVE OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT ARE SUBJECT TO ALL APPLICABLE FEDERAL, STATE
AND LOCAL LAWS, RULES AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THE
COMMUNICATIONS ACT OF 1934, AS AMENDED, THE CABLE COMMUNICATIONS POLICY ACT OF
1984, AS AMENDED, AND THE RULES AND REGULATIONS OF THE FEDERAL COMMUNICATIONS
COMMISSION THEREUNDER).
(C)
FORUM; JURY TRIAL. EACH PARTY AGREES THAT
ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH OR
THREATENED BREACH OF THIS AGREEMENT MAY BE COMMENCED AND PROSECUTED IN A COURT
IN THE STATE OF NEW YORK. EACH PARTY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE
PERSONAL JURISDICTION OF ANY COURT IN THE STATE OF NEW YORK IN RESPECT OF ANY
SUCH PROCEEDING. EACH PARTY CONSENTS TO SERVICE OF PROCESS UPON IT WITH RESPECT
TO ANY SUCH PROCEEDING BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND BY ANY
OTHER MEANS PERMITTED BY APPLICABLE LAWS AND RULES. EACH PARTY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING IN ANY COURT IN THE STATE OF NEW YORK AND ANY CLAIM THAT IT MAY NOW
OR HEREAFTER HAVE THAT ANY SUCH PROCEEDING IN ANY COURT IN THE STATE OF NEW YORK
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY WAIVES TRIAL BY JURY IN
ANY SUCH PROCEEDING.
(D)
ENTIRE AGREEMENT. THIS AGREEMENT TOGETHER
WITH THE SCHEDULES AND EXHIBITS ATTACHED HERETO CONSTITUTE THE ENTIRE CONTRACT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND CANCELS AND
SUPERSEDES ALL OF THE PREVIOUS OR CONTEMPORANEOUS CONTRACTS, REPRESENTATIONS,
WARRANTIES AND UNDERSTANDINGS (WHETHER ORAL OR WRITTEN) BY, BETWEEN OR AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(E)
BINDING EFFECT; ASSIGNMENT. THIS AGREEMENT
SHALL BE BINDING UPON THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS
AND PERMITTED ASSIGNS. NEITHER PARTY SHALL ASSIGN ANY OF ITS RIGHTS OR DELEGATE
ANY OF ITS DUTIES UNDER THIS AGREEMENT (BY OPERATION OF LAW OR OTHERWISE)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
NOTWITHSTANDING THE
FOREGOING, NO SUCH CONSENT SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH
ASSIGNMENT OR DELEGATION BY (I) AFFILIATE TO ANY TIME WARNER COMPANY OR ANY
PERSON WHICH CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL
17
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
WITH AFFILIATE OR ANY TIME WARNER COMPANY OR ANY PARTNER OF PARAGON
COMMUNICATIONS; (II) NETWORK TO ANY AFFILIATE