EXHIBIT 10.23
FORM OF
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December
[__], 2001, by and between Expedia, Inc., a Washington corporation (the
"COMPANY"), and USA Networks, Inc., a Delaware corporation ("USA").
W I T N E S S E T H:
WHEREAS, USA, the Company, Taipei, Inc., a wholly owned subsidiary of USA
("MERGER SUB"), Microsoft Corporation and Microsoft E Holdings, Inc., have
entered into the Amended and Restated Agreement and Plan of Recapitalization and
Merger, dated as of July 15, 2001 (the "MERGER AGREEMENT"), providing for, among
other things, the Transactions on the terms and subject to the conditions set
forth therein (capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Merger Agreement);
WHEREAS, pursuant to Section 8.15 of the Merger Agreement, the Company has
agreed to grant to USA the registration rights set forth herein with respect to
the Registrable Securities (as defined herein);
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. REGISTRATION RIGHTS
1.1 DEFINITIONS
For purposes of this Agreement, the following terms have the following
meanings:
"COMPANY CLASS B COMMON STOCK" means shares of Company Class B common
stock, par value $.01 per share, of the Company;
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"FORM S-3" means such form under the Securities Act as in effect on the
date hereof or any registration form under the Securities Act subsequently
adopted by the SEC that similarly permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.
"HOLDER" means USA, any controlled subsidiary of USA or any person who is
added as a party pursuant to the terms of this Agreement, and any assignee
thereof. USA and any
subsequent Holder under this Agreement shall be set forth on SCHEDULE A to this
Agreement (except in the case of any controlled subsidiary of USA).
"LOSSES" have the meaning assigned to that term in Section 1.9(a).
"REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act and the declaration or order of effectiveness of such
registration statement or document.
"REGISTRABLE SECURITIES" means (i) the Company Class B Common Stock, (ii)
any common stock or other securities of the Company acquired from the Company
following the date hereof that are or become publicly listed on a national
securities exchange or quoted on the Nasdaq National Market, and (iii) any
common stock or other securities of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, any of the securities described under clauses (i) or (ii), in
each case owned by a Holder and excluding in all cases, however, any Registrable
Securities sold by a person in a transaction in which its rights under this
Agreement are not assigned.
"SEC" means the Securities and Exchange Commission.
"VIOLATION" has the meaning assigned to that term in Section 1.9(a).
1.2 REQUEST FOR REGISTRATION
(a) If the Company shall receive at any time a written request from USA
(and/or other Holders that have been assigned registration rights in accordance
with the terms hereof) that the Company file a registration statement (a
"Registration Statement") under the Securities Act covering the registration of
the Registrable Securities at an aggregate proposed offering price (before
deduction of underwriting discounts and commissions) of at least $50,000,000 (or
if USA or the Holder requesting registration owns Registrable Securities
aggregating to less than $50,000,000, all Registrable Securities then owned by
USA or such Holder, provided in the case of a Holder other than USA, that such
requesting Holders in the aggregate represent at least 30% of the
then-outstanding Registrable Securities owned by all Holders), then the Company
shall, within 20 days after the receipt of such request, give written notice of
such request to all other Holders, if any, and shall, subject to the limitations
set forth below, use its reasonable best efforts to effect as soon as
practicable the registration under the Securities Act of all Registrable
Securities that USA and/or the other Holders, if any, request to be registered
in a written request to be given within 20 days of the mailing of such notice by
the Company. The Company shall use its reasonable best efforts to keep the
Registration Statement continuously effective for the period beginning on the
date on which the Registration Statement is declared effective and ending on the
earlier of (i) the first date that there are no Registrable Securities covered
by such Registration Statement, and (ii) the first anniversary thereof. During
the period during which the Registration Statement is effective, the Company
shall supplement or make amendments to the Registration Statement, if required
by the Securities Act or if reasonably requested by USA or any underwriter of
Registrable Securities, including to reflect any specific plan of distribution
or method of sale, and shall use its reasonable best efforts to have such
supplements and amendments declared effective, if required, as soon as
practicable after filing; PROVIDED, that the
Company may suspend the effectiveness of such Registration Statement (for up to
90 days in any 12-month period) if and for so long as the Board of Directors of
the Company determines that such registration would require premature disclosure
of material information relating to a pending corporate development. If the
Company makes the determination contained in the proviso of the preceding
sentence, an executive officer of the Company shall certify such conclusion in
writing to USA, providing a reasonable explanation of the basis therefor.
Nothing herein shall be interpreted as affecting the right of the Holder to sell
all or any Registrable Shares in compliance with Rule 144 or 145.
(b) The Company shall not be obligated to effect more than one
registration under this Section 1.2 in any 12-month period.
1.3 COMPANY REGISTRATION
If the Company proposes to register (including for this purpose a
registration effected by the Company for shareholders other than the Holders)
any of its common stock or other securities under the Securities Act in
connection with the public offering of such securities solely for cash (other
than a registration relating solely to the sale of securities to participants in
a Company stock plan, a registration relating to a corporate merger,
reorganization or other transaction under Rule 145 of the Securities Act or a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities), the Company shall, at each such
time, promptly give each Holder of Registrable Securities written notice of such
registration. Upon the written request of each such Holder given within 20 days
after the mailing of such notice by the Company, the Company shall use
commercially reasonable efforts to cause to be registered under the Securities
Act all of the Registrable Securities that each such Holder has requested to be
registered. In the event that the Company decides for any reason not to complete
the registration of shares of its common stock other than Registrable
Securities, the Company shall have no obligation under this Section 1.3 to
continue with the registration of Registrable Securities. Any request pursuant
to this Section 1.3 to register Registrable Securities as part of an
underwritten public offering of common stock shall specify that such Registrable
Securities are to be included in the underwriting on the same terms and
conditions as the shares of common stock otherwise being sold through
underwriters under such registration.
1.4 OBLIGATIONS OF THE COMPANY
Whenever required under this Agreement to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:
(a) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.
(b) Take all lawful action such that each of (i) the registration
statement and any amendment thereto does not, when it becomes
effective, contain an untrue
statement of material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading and (ii) any prospectus, and any amendment or supplement
thereto, does not at any time during the Effective Period, as
applicable, include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(c) Prior to the filing with the SEC of any registration statement
(including any amendments thereto) and the distribution or delivery
of any prospectus (including any supplements thereto) pursuant to
this Agreement, provide draft copies thereof to the Holders and
reflect in such documents all such comments as USA and its counsel
(as long as USA is a Holder) reasonably may propose.
(d) Furnish to the Holders such copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably
request to facilitate the disposition of all securities covered by
such registration statement.
(e) Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be
reasonably requested by the Holders, and do any and all other acts
and things which may be reasonably necessary or advisable to enable
the Holders to consummate the public sale or other disposition in
such jurisdictions, provided that the Company shall not be required
to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
(f) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such
offering. Each Holder participating in such registration shall also
enter into and perform its obligations under such an agreement.
(g) Notify each Holder of Registrable Securities covered by such
registration statement, during the time when a prospectus is
required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing.
(h) At the request of any Holder selling Registrable Securities in such
registration, furnish on the date that such Registrable Securities
are delivered to the underwriters for sale in connection with such
registration (i) an opinion, dated such date, of legal counsel
representing the Company for the purposes of such
registration, in form and substance as is customarily given by
Company counsel to underwriters in an underwritten public offering,
addressed to the underwriters and (ii) a letter, dated such date,
from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public
offering, addressed to the underwriters.
(i) List the Registrable Securities being registered on any national
securities exchange or quotation system on which a class of the
Company's equity securities is listed.
(j) Take all such other lawful actions reasonably necessary to expedite
and facilitate the disposition by the Holders of their Registrable
Securities in accordance with the intended methods therefor provided
in the prospectus which are customary for issuers to perform under
the circumstances.
(k) In the event of an underwritten offering, promptly include or
incorporate in a prospectus supplement or post-effective amendment
to the registration statement such information as the managing
underwriters reasonably agree should be included therein and to
which the Company does not reasonably object and make all required
filings of such prospectus supplement or post-effective amendment as
soon as practicable after it is notified of the matters to be
included or incorporated in such prospectus supplement or
post-effective amendment.
(l) Provide a transfer agent and registrar for the securities being
registered and a CUSIP number, not later than the effective date of
the registration statement.
1.5 FURNISH INFORMATION
It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement that the selling Holders shall
furnish to the Company such information regarding themselves, the Registrable
Securities held by them and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of their
Registrable Securities and shall execute such documents, customary for a
registration of the type contemplated, in connection with such registration as
the Company may reasonably request.
1.6 INSPECTION OF RECORDS
The Company shall make reasonably available for inspection by the Holders,
any underwriter participating in any disposition pursuant to a registration
statement prepared under this Agreement, and any attorney, accountant or other
agent retained by a Holder or any such underwriter all relevant financial and
other records, and pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply all
information reasonably requested by a Holder or any such underwriter, attorney,
accountant
or agent in connection with such registration statement, in each case, as is
customary for similar due diligence examinations; PROVIDED, HOWEVER, any party
receiving such information shall enter into a customary confidentiality
agreement with the Company to the effect that all records, information and
documents that are designated in writing by the Company, in good faith, as
confidential, proprietary or containing any material non-public information
shall be kept confidential by the Holder and any such underwriter, attorney,
accountant or agent, unless such disclosure is made pursuant to judicial process
in a court proceeding (after first giving the Company an opportunity promptly to
seek a protective order or otherwise limit the scope of the information sought
to be disclosed) or is required by law, or such records, information or
documents become available to the public generally or through a third party not
in violation of an accompanying obligation of confidentiality; provided further
that the foregoing shall be conducted in a manner which does not disrupt in any
significant respect the conduct by the Company of its business. Such inspection
and information gathering shall, to the maximum extent possible, be coordinated
on behalf of the Holders and the other parties entitled thereto by one firm of
counsel designated by and on behalf of the Holders, which counsel shall be
reasonably satisfactory to the Company.
1.7 EXPENSES OF REGISTRATION
(a) In connection with any registration pursuant to Section 1.2, the
Company shall be responsible for all fees, disbursements and
out-of-pocket expenses and costs incurred by the Company in
connection with the preparation of the Registration Statement and in
complying with applicable securities and blue sky laws (including,
without limitation, all attorney's fees of the Company), and Holders
shall be responsible for all printing costs, listing fees, SEC
filing fees, underwriting fees, and/or brokerage discounts, fees and
commissions, if any, applicable to the Registrable Securities being
registered and the fees and expenses of their respective counsels.
(b) In connection with any registration pursuant to Section 1.3, the
Company shall be responsible for the payment of all expenses of the
registration, with the exception of (i) underwriting discounts and
commissions, which shall be paid by the Company, the Holders and any
other selling holders of the Company's securities in proportion to
the aggregate value of the securities offered for sale by each of
them, and (ii) the fees and expenses of more than one law firm
acting as counsel to the selling Holders selected by a majority in
interest of the selling Holders, which additional counsel, if any,
shall be paid by the Holder or Holders that engage such counsel. The
expenses to be paid by the Company shall include, without
limitation, all registration, filing and qualification fees,
printing and accounting fees, and the fees and disbursements of
counsel for the Company.
1.8 UNDERWRITING REQUIREMENTS
(a) In the event that the Holders desire to use an underwriter in
connection with any sales of Registrable Securities hereunder, USA
shall select such underwriter, which shall be reasonably acceptable
to Expedia.
(b) The Company shall not be required under Section 1.3 to include any
of the Holders' securities in an underwritten offering of the
Company's securities unless such Holders accept the terms of the
underwriting as agreed upon between the Company and the underwriters
selected by it. If the underwriters advise the Company that
marketing factors require a limitation on the number of shares,
including Registrable Securities, to be included in such offering,
then the Company shall so advise all Holders of Registrable
Securities that would otherwise have been underwritten pursuant to
Section 1.3, and the number of shares, including Registrable
Securities, that may be included in the registration shall be
apportioned first to the Company, then pro rata among the selling
Holders according to the total amount of Registrable Securities held
by such Holders at the time of registration, then pro rata among any
other selling shareholders according to the total amount of
securities otherwise entitled to be included therein owned by each
such other selling shareholder, or in such other proportions as
shall mutually be agreed to by such selling shareholders; provided
that in no event shall the amount of securities of the selling
Holders included in the registration be reduced below 30% of the
total amount of securities included in such registration.
1.9 INDEMNIFICATION
In the event any Registrable Securities are included in a registration
statement under this Agreement:
(a) To the fullest extent permitted by law, the Company will indemnify
and hold harmless each Holder and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange
Act, against all expenses (including legal fees and costs), losses,
claims, damages (including settlement amounts) or liabilities (joint
or several) (collectively, "LOSSES") to which they may become
subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such Losses arise out of or are based upon
any of the following statements, omissions or violations
(collectively, a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein, or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law. The
Company will reimburse (as incurred) each such Holder, underwriter
or controlling person for any Losses reasonably incurred by them in
connection with investigating or defending any Violations; provided,
however, that the indemnity agreement contained in this
Section 1.9(a) shall not apply to amounts paid in settlement of any
claims for Violations if such settlement is made without the consent
of the Company, which consent shall not be unreasonably withheld,
nor shall the Company be liable in any such case for any Losses to
the extent that such Losses arise out of or are based upon a
Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with
such registration by, or on behalf of, any such Holder, underwriter
or controlling person.
(b) To the fullest extent permitted by law, each selling Holder will
indemnify and hold harmless the Company and its officers and
directors and each other Holder selling securities in such
registration statement, and any person who controls any of the
foregoing within the meaning of the Securities Act or the Exchange
Act, against any Losses to which the Company or such officer,
director or other selling Holder or controlling person may become
subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such Losses arise out of or are based upon
any Violation that occurs in reliance upon and in conformity with
written information furnished by, or on behalf of, such Holder
expressly for use in connection with such registration; and each
such Holder will reimburse (as incurred) any Losses reasonably
incurred by the Company or its officers or directors or other
selling Holders or controlling persons in connection with
investigating or defending any Violations; provided, however, that
(i) the indemnity agreement contained in this Section 1.9(b) shall
not apply to amounts paid in settlement of any claims for Violations
if such settlement is made without the consent of the Holder, which
consent shall not be unreasonably withheld and (ii) the obligations
of such Holders shall be limited to an aggregate amount equal to the
gross proceeds before deducting for expenses and commissions to each
such Holder of Registrable Securities sold as contemplated herein.
(c) Promptly after receipt of notice of the commencement of any action
(including any governmental action), an indemnified party will, if a
claim is to be made against any indemnifying party under this
Section 1.9, deliver to the indemnifying party a written notice of
the commencement, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
notified, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if, in the
opinion of counsel for the indemnified party, representation of such
indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party
represented by such counsel in the proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable
period of time after notice of the commencement of any such action
shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.9 only to the extent such
failure actually prejudices its ability to defend such action, but
the omission to deliver written notice to the indemnifying party
will not relieve it of
any liability that it may have to any indemnified party otherwise
than under this Section 1.9.
(d) If the indemnification provided for in this Section 1.9 is held by a
court of competent jurisdiction to be unavailable to an indemnified
party with respect to any Losses, then the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violations
that resulted in such Losses as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution
by a Holder under this Section 1.9(d) exceed the gross proceeds
before expenses and commissions to each such Holder, except in the
case of willful fraud by such Holder. The relative fault of the
indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the Violation resulting
in such Losses relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or
prevent such Violation.
(e) The obligations of the Company and Holders under this Section 1.9
shall survive the completion of any offering of Registrable
Securities and the termination of Registration Rights pursuant to
Section 1.13.
1.10 REPORTS UNDER THE SECURITIES ACT
With a view to making available to the Holders the benefits of SEC Rule
144 promulgated under the Securities Act and any other rule or regulation of the
SEC that may at any time permit a Holder to sell securities of the Company to
the public without registration or pursuant to a registration on Form S-3, the
Company agrees to use commercially reasonable efforts to:
(a) Make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times after 90 days
from the effective date of the first registration statement filed by
the Company for the offering of its securities to the general
public;
(b) Take such action as is necessary to enable the Holders to utilize
Form S-3 for the sale of their Registrable Securities, such action
to be taken as soon as practicable after the end of the fiscal year
in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared
effective;
(c) File with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange
Act; and
(d) Furnish to any Holder, so long as the Holder owns any Registrable
Securities, promptly upon request (i) a written statement by the
Company that it has complied with the reporting requirements of the
Exchange Act, or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or
regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such Form S-3.
1.11 ASSIGNMENT OF REGISTRATION RIGHTS; SENIORITY
The rights to cause the Company to register Registrable Securities
pursuant to this Agreement may be assigned by a Holder to a transferee or
assignee of such securities who shall, upon such transfer or assignment, be
deemed a "Holder" under this Agreement; provided that prior to such transfer the
transferee agrees to be bound by the terms and conditions of this Agreement and
that the Company is, within a reasonable period of time after such transfer,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned.
The Company, without the consent of USA, shall not grant any registration
rights to another Person that would result in such person having a priority over
USA in connection with any request for registration by USA hereunder (or a
request by USA to be included in a Company registration pursuant to Section
1.3).
1.12 TERMINATION OF REGISTRATION RIGHTS
The registration rights granted under this Agreement shall terminate with
respect to a Holder (i) automatically on the termination of the Merger
Agreement, in accordance with its terms, or (ii) at such time as a Holder no
longer holds any Registrable Securities.
2. MISCELLANEOUS
2.1 NOTICES
Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given (a) upon personal delivery to the
party to be notified, (b) upon confirmation of receipt by fax by the party to be
notified, (c) one business day after deposit with a reputable overnight courier,
prepaid for overnight delivery and addressed as set forth in (d), or (d) three
days after deposit with the United States Post Office, postage prepaid,
registered or certified with return receipt requested and addressed to the party
to be notified at the addresses and fax numbers (as applicable) specified in the
Merger Agreement.
2.2 AMENDMENTS AND WAIVERS
Any term of this Agreement may be amended and the observance of any term
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and
USA.
2.3 GOVERNING LAW; JURISDICTION; VENUE; JURY TRIAL
(a) This Agreement shall be governed and construed exclusively in
accordance with the laws of the State of Delaware, without regard to
any applicable conflicts of law principles.
(b) Each party hereto irrevocably submits to the jurisdiction of any
Delaware state court or any federal court sitting in the State of
Delaware in any action arising out of or relating to this Agreement,
and hereby irrevocably agrees that all claims in respect of such
action may be heard and determined in such Delaware state or federal
court. Each party hereto hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding. The parties
hereto further agree, to the extent permitted by law, that final and
unappealable judgment against any of them in any action or
proceeding contemplated above shall be conclusive and may be
enforced in any other jurisdiction within or outside the United
States by suit on the judgment, a certified copy of which shall be
conclusive evidence of the fact and amount of such judgment.
(c) To the extent that any party hereto has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect
to itself or its property, each party hereto hereby irrevocably
waives such immunity in respect of its obligations with respect to
this Agreement.
(d) Each party hereto waives, to the fullest extent permitted by
applicable laws, any right it may have to a trial by jury in respect
of any action, suit or proceeding arising out of or relating to this
Agreement. Each party hereto certifies that it has been induced to
enter into this Agreement by, among other things, the mutual waivers
and certifications set forth above in this Section 2.3.
2.4 SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall inure to the benefit of,
be enforceable by, and be binding on the respective successors and assigns of
the parties as provided herein.
2.5 SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and
the balance of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.
2.6 ENTIRE AGREEMENT; COUNTERPARTS
This Agreement constitutes the entire agreement between the parties about
its subject and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof. This
Agreement may be executed in two or more counterparts, which together shall
constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY
EXPEDIA, INC.
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By: Xxxxxxx X. Xxxxxx
Its: President and Chief Executive Officer
Address: 00000 XX Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000
HOLDER
USA NETWORKS, INC.
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By: Xxxxxx Xxxxxxxxxxx
Its: Senior Vice President, General
Counsel and Secretary
Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000
