BILL OF SALE
EXECUTION COPY
XXXX OF SALE
THIS XXXX OF SALE (this “Xxxx of Sale”) is entered into as of September 16, 2011, by and among LendingTree, LLC, a Delaware limited liability company (“LendingTree”), Xxxxxxxxxx.xxx, Inc, a Delaware corporation (collectively with LendingTree, “Seller”), and Market Leader, Inc., a Washington corporation (“Buyer”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Purchase Agreement (as defined hereinafter).
1. Sale and Transfer of Assets. Effective as of the Closing, Seller hereby irrevocably sells, conveys, assigns and transfers to Buyer, free and clear of all Encumbrances, all of Seller’s right, title and interest in and to all of the Assets. Buyer hereby purchases, acquires and accepts from Seller, the Assets. For the avoidance of doubt, Seller shall not sell, assign, transfer, convey or deliver, and Buyer shall not purchase, acquire or accept, any Excluded Asset.
2. Terms of the Purchase Agreement. The sale and purchase hereunder is in accordance with and is subject to all of the terms, representations, warranties, covenants, agreements and limitations set forth in the Purchase Agreement, and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Xxxx of Sale by the parties hereto shall not in any way limit the rights and obligations, nor expand the representations, warranties, rights or obligations of the parties under the Purchase Agreement. In the event of any conflict between the terms of this Xxxx of Sale and the Purchase Agreement, the Purchase Agreement shall control.
3. Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Delaware applicable to a contract made and performed in that state, without regard to choice of law or conflict of law principles.
4. Jurisdiction; Venue. The parties hereto agree that all actions or proceedings arising in connection with this Xxxx of Sale shall be initiated and tried exclusively in the State and Federal courts located in New York, New York. The aforementioned choice of venue is
intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Xxxx of Sale in any jurisdiction other than that specified in this Section 4. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in New York, New York shall have in personam jurisdiction and venue over each of them for the purposes of litigating any dispute, controversy or proceeding arising out of or related to this Xxxx of Sale. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 4 in the manner set forth in Section 12.2 of the Purchase Agreement for the giving of notice. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by Applicable Law.
5. Attorneys’ Fees. If any Action is brought for the enforcement of this Xxxx of Sale, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Xxxx of Sale, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that Action, in addition to any other relief to which it may be entitled.
6. Execution of Agreement. This Xxxx of Sale may be executed in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment. Any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes, and all such counterparts shall together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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“Seller” | |
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LendingTree, LLC | |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
CEO |
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Xxxxxxxxxx.xxx, Inc. | |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
President |
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“Buyer” | |
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Market Leader, Inc. | |
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By: |
/s/ Xxx Xxxxxx |
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Name: |
Xxx Xxxxxx |
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Title: |
CEO |
Signature Page to Xxxx of Sale