WHETHER IN CONTRACT, TORT,
EQUITY, OR OTHERWISE.
EACH OF THE PARTIES TO THIS PURCHASE AGREEMENT HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS
PURCHASE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PURCHASE
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
SECTION 6.9
REMEDIES.
EACH OF THE PARTIES TO THIS PURCHASE AGREEMENT
WILL BE ENTITLED TO ENFORCE ITS RIGHTS UNDER THIS PURCHASE AGREEMENT
SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING REASONABLE ATTORNEYS'
FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS PURCHASE AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE
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REMEDY FOR ANY BREACH OF THE PROVISIONS OF THIS PURCHASE AGREEMENT AND THAT ANY
PARTY MAY, IN ITS SOLE DISCRETION, APPLY TO ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION (WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF IN ORDER TO ENFORCE OR PREVENT ANY
VIOLATIONS OF THE PROVISIONS OF THIS PURCHASE AGREEMENT.
SECTION 6.10
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED BY THIS
PURCHASE AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED SUFFICIENT WHEN
DELIVERED PERSONALLY OR SENT BY FAX OR 48 HOURS AFTER BEING DEPOSITED IN THE
U.S. MAIL, AS CERTIFIED OR REGISTERED MAIL, WITH POSTAGE PREPAID, AND ADDRESSED
TO THE PARTY TO BE NOTIFIED AT SUCH PARTY'S ADDRESS OR FAX NUMBER AS SET FORTH
BELOW OR AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTICE.
SECTION 6.11
COUNTERPARTS.
THIS PURCHASE AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
EXECUTION AND DELIVERY OF THIS
PURCHASE AGREEMENT BY EXCHANGE OF FACSIMILE COPIES BEARING THE FACSIMILE
SIGNATURE OF A PARTY HERETO SHALL CONSTITUTE A VALID AND BINDING EXECUTION AND
DELIVERY OF THIS PURCHASE AGREEMENT BY SUCH PARTY.
SUCH FACSIMILE COPIES SHALL
CONSTITUTE ENFORCEABLE ORIGINAL DOCUMENTS.
SECTION 6.12
REGULATORY FILINGS; EXPENSES.
EACH PARTY SHALL BE
RESPONSIBLE FOR MAKING THEIR RESPECTIVE FILINGS OR DISCLOSURES WITH ANY STATE OR
FEDERAL AGENCY.
IN ADDITION, EACH PARTY SHALL BEAR ITS OWN EXPENSES IN
CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS PURCHASE AGREEMENT AND
ITS CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT
LIMITATION THE FEES AND EXPENSES OF ITS COUNSEL, ACCOUNTANTS AND CONSULTANTS.
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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS PURCHASE AGREEMENT AS OF THE
DAY AND YEAR SET FORTH IN THE FIRST PARAGRAPH HEREOF.
TREE.COM, INC.
By:
/s/ Matt Packey
Name:
Matt Packey
Title:
Senior Vice President & Chief Financial Officer
Address:
Tree.com, Inc.
11115 Rushmore Drive
Charlotte, North Carolina 28277
Attn: General Counsel
PURCHASER
/s/ Douglas R. Lebda
Douglas R. Lebda
Address:
157 E. 84th St., Unit 4
New York, NY 10028
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EXHIBIT A
ELECTION PURSUANT