EXHIBIT 10.3
GUARANTY
THIS GUARANTY (this "Agreement"), dated as of
September 24, 1996, is entered into by The News
Corporation Limited (XXX 000 000 000), x Xxxxx Xxxxxxxxx
Corporation ("News Corp."), in favor of the Guaranteed
Parties (as defined in the fourth paragraph below).
WHEREAS, News Corp., New World Communications
Group Incorporated, a Delaware corporation ("New World"),
NWCG (Parent) Holdings Corporation, a Delaware
corporation ("Parent"), and NWCG Holdings Corporation, a
Delaware corporation, are party to the Memorandum of
Understanding, dated as of July 17, 1996 (the
"Memorandum").
WHEREAS, News Corp. has assigned, pursuant to
the terms thereof, the Memorandum to Fox Television
Stations, Inc., a Delaware corporation in which News
Corp. has an indirect interest ("Fox").
WHEREAS, Fox is entering into the following
agreements (collectively, the "Guaranteed Agreements"):
(1) Agreement and Plan of Merger, dated as of
the date hereof, among New World, News Corp., Fox
and Fox Acquisition Co., Inc., a Delaware
corporation and a wholly owned subsidiary of Fox
(the "Merger Agreement").
(2) Voting Agreement, dated as of the date
hereof, among Fox and Parent.
(3) Stock Purchase Agreement, dated as of the
date hereof, among News Corp., Fox and Parent,
including, without limitation, the Registration
Rights Agreement attached thereto as Exhibit A.
(4) Purchase and Sale Agreement, dated as of
the date hereof, among Fox and 1440 Xxxxxxxxx
Limited Partnership, a California limited
partnership ("1440").
(5) Assignment and Assumption Agreement, dated
as of the date hereof, among Fox and Four Star
Holdings Corp., a Delaware corporation ("Four
Star").
WHEREAS, it is a condition precedent to the
willingness of each of New World, Parent, 1440 and Four
Star (collectively, the "Guaranteed Parties") to enter
into the Guaranteed Agreements that News Corp. shall have
executed this Guaranty.
WHEREAS, News Corp. will receive value and
obtain benefits in exchange for delivering this Guaranty
of Fox's obligations under the Guaranteed Agreements,
including, without limitation, the novation of News
Corp.'s obligations under the Memorandum, the receipt of
which value and benefits are hereby acknowledged, and
News Corp. accordingly desires to enter into this
Guaranty in order to satisfy the condition precedent set
forth in the foregoing paragraph.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the
receipt of which is hereby acknowledged, News Corp.
hereby agrees as follows:
1. Guaranty. News Corp. hereby, to the
fullest extent permitted by applicable law,
unconditionally, absolutely, continuingly and irrevocably
guarantees to the Guaranteed Parties and any other
persons entitled to indemnification pursuant to the
Guaranteed Agreements (the "Indemnified Persons") (a) the
punctual payment when due of all amounts, costs,
expenses, liabilities and obligations of every nature of
Fox from time to time owed or payable to the Guaranteed
Parties and any other Indemnified Persons under the
Guaranteed Agreements, and in the event Fox shall fail in
any manner whatsoever to pay, when required, any of such
payment obligations, then News Corp. will pay, or cause
to be duly and punctually paid, such payment obligations
of Fox thereunder, and (b) the punctual performance of
all of the obligations of Fox under the Guaranteed
Agreements and agrees that if for any reason whatsoever
Fox shall, in any manner, fail or be unable to duly,
punctually and fully perform any such obligation under
the Guaranteed Agreements, News Corp. shall forthwith
perform each and every such obligation, or cause each
such obligation to be performed, all without regard to
any exercise or non-exercise by the Guaranteed Parties or
any other Indemnified Person of any right, remedy, power
or privilege under or in respect of this Agreement or the
Guaranteed Agreements.
2. Obligations Absolute. News Corp. agrees
that its obligations under this Agreement will be paid
and performed strictly in accordance with the terms of
this Agreement, regardless of any misrepresentation,
irregularity or other defect in this Agreement or any
Guaranteed Agreement, or the invalidity or
unenforceability hereof or thereof. The obligations of
News Corp. under this Agreement constitute a present and
continuing guaranty of payment and not of collection,
shall be, to the fullest extent permitted by applicable
law, absolute and unconditional, shall not be subject to
any counterclaim, set-off, deduction or defense based
upon any claim News Corp. may have against Fox, the
Guaranteed Parties or any other Indemnified Persons, and
shall remain in full force and effect without regard to,
and shall not be released, discharged or in any way
affected or impaired by, any thing, event, happening,
matter, circumstance or condition whatsoever (whether or
not News Corp. shall have any knowledge or notice thereof
or consent thereto). The liability of News Corp. under
this Agreement shall be absolute, unconditional, present
and continuing until all of the obligations of Fox under
the Guaranteed Agreements (the "Obligations") have been
indefeasibly paid in full or performed, as applicable,
irrespective of:
(a) any attempt to collect from Fox;
(b) any lack of validity or enforceability of
this Agreement or any Guaranteed Agreement, or any
provision hereof or thereof, or any other agreement
or instrument relating hereto or thereto or any
assignment or transfer of any of the foregoing or
any failure or omission to enforce or agreement not
to enforce, or the stay or enjoining by order of
court, by operation of law or otherwise, of the
exercise or non-exercise of any right, power,
privilege or remedy under or with respect to the
foregoing;
(c) any amendment, waiver, renewal, extension
or release of, or any consent to departure from or
other action or inaction with respect to, any
Guaranteed Agreement or any other agreement or
instrument relating hereto or thereto;
(d) any new conveyance of, or any exchange,
release or non-perfection of, any collateral or
security interest, acceptance by the Guaranteed
Parties or any other Indemnified Person of partial
payment from Fox, or any release or amendment or
waiver of or consent to departure from any other
guaranty or security, for all or any of the
Obligations;
(e) any merger or consolidation of News Corp.
or any News Corp. Subsidiary (as defined in Section
6.1), including Fox, into or with any other person,
or any other change in News Corp. or Fox whatsoever,
or any sale, lease or transfer of any or all of the
assets of News Corp. or any News Corp. Subsidiary,
including Fox, to any other person;
(f) any absence of any notice to, or knowledge
by, News Corp. of the existence or occurrence of any
of the matters or events set forth in the foregoing
clauses (a) through (e), above;
(g) any sale, transfer or other disposition by
News Corp., directly or indirectly, of any stock of
Fox;
(h) any bankruptcy, insolvency,
reorganization, arrangement, composition,
adjustment, dissolution, liquidation or other like
proceeding relating to Fox, or any action taken with
respect to this Agreement or any of the Guaranteed
Agreements by any trustee or receiver, or by any
court, in any such proceeding, whether or not News
Corp. shall have notice or knowledge of any of the
foregoing, or
(i) any other happening, event or circumstance
which might otherwise constitute a defense available
to, or a discharge of, the obligations of News Corp.
hereunder;
provided, however, that anything to the contrary
contained herein notwithstanding, News Corp. shall not be
deemed to have waived any claims that News Corp. may have
against a Guaranteed Party as a result of any breach by
such Guaranteed Party of its obligations under the
Guaranteed Agreements, it being understood that this
proviso shall not create any right of offset with respect
to any such claim.
3. Waiver. News Corp. hereby waives
promptness, diligence, all set-offs, counterclaims,
presentments, protests and notice of acceptance and any
other notice with respect to any of the Obligations and
with respect to this Agreement and any requirement of the
Guarantied Parties or any other Indemnified Persons to
protect, secure, perfect or insure any security interest
or lien or any property subject hereto or exhaust any
right or take any action against Fox or any other person
or entity or any collateral. No single or partial
exercise of any right hereunder shall preclude any other
or further exercise thereof or the exercise of any other
right. To the fullest extent permitted by law, News
Corp. waives all principles or provisions of law
(statutory or otherwise), regulation or order now or
hereafter in effect in any jurisdiction which are or
might be in conflict with the terms of this Agreement or
affecting any rights of any of the Guaranteed Parties or
any other Indemnified Person hereunder and any legal or
equitable discharge of New Corp.'s obligations hereunder
and the benefit of any statute of limitations affecting
its liability hereunder or the enforcement hereof. News
Corp. will receive substantial direct and indirect
benefits from the arrangements contemplated by this
Agreement and the Guaranteed Agreements, and the waivers
set forth in this Agreement are knowingly made in
contemplation of such benefits. The remedies herein
provided are cumulative and not exclusive of any remedies
provided by law.
4. Subrogation Waiver. News Corp. agrees
that it shall not have any rights (direct or indirect) of
subrogation, contribution, reimbursement,
indemnification, or other rights of payment or recovery
from Fox for any payments made or obligations performed
by News Corp. hereunder, under any other agreement or
otherwise, and News Corp. hereby irrevocably waives and
releases, absolutely and unconditionally, any such rights
of subrogation, contribution, reimbursement,
indemnification and other rights of payment or recovery
which it may now have or hereafter acquire with respect
to any such payments made or obligations performed until
such payment or obligation owed to any Guaranteed Party
or any other Indemnified Person is irrevocably discharged
or defeased.
5. Reinstatement. The obligations of News
Corp. under this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any
time any payment or performance of any of the Obligations
is rescinded, annulled or must otherwise be returned by
Fox, upon the insolvency, bankruptcy or reorganization of
Fox or otherwise, all as though such payment had not been
made or performance had not occurred, as applicable.
6. Representations and Warranties of News
Corp. News Corp. represents and warrants as follows:
6.1 Organization and Qualifications;
Subsidiaries.
(a) Each of News Corp. and each Material
News Corp. Subsidiary (as defined below) is a
corporation, partnership or other legal entity duly
incorporated or organized, validly existing and, if
applicable, in good standing under the laws of the
jurisdiction of its incorporation or organization and has
the requisite power and authority and all governmental
permits, approvals and other authorizations necessary to
own, lease and operate its properties and to carry on its
business as it is now being conducted, except where the
failure to be so organized, existing or, if applicable,
in good standing or to have such power, authority and
governmental permits, approvals and other authorizations
would not, individually or in the aggregate, have a
material adverse effect on the business, assets,
financial or other condition, or results of operations of
News Corp. and the Subsidiaries of News Corp., and
Twentieth Holdings Corporation and its Subsidiaries,
including, but not limited to, Fox (each, a "News Corp.
Subsidiary"), taken as a whole (a "News Corp. Material
Adverse Effect").
(b) Fox, Merger Sub and each other News
Corp. Subsidiary that (i) constitutes a Significant
Subsidiary of News Corp. within the meaning of Rule 102
of Regulation S-X of the SEC, (ii) owns the material
assets of or is the licensee of a United States broadcast
television station, or (iii) is otherwise material to
the business or operations of News Corp. and the News
Corp. Subsidiaries, taken as a whole, is referred to
herein as a "Material News Corp. Subsidiary." For
purposes of this Agreement, a "Subsidiary" of any person
means (A) a corporation in which such person, a
subsidiary of such person, or such person and one or more
subsidiaries of such person, directly or indirectly, at
the date of determination, has either (i) a majority
ownership interest or (ii) the power, under ordinary
circumstances, to elect, or to direct the election of, a
majority of the board of directors of such corporation or
(B) a partnership in which such person, a subsidiary of
such person, or such person and one or more subsidiaries
of such person (i) is, at the date of determination, a
general partner of such partnership, or (ii) has a
majority ownership interest in such partnership or the
right to elect, or to direct the election of, a majority
of the governing body of such partnership, or (C) any
other person (other than a corporation or a partnership)
in which such person, a subsidiary of such person, or
such person and one or more subsidiaries of such person
has either (i) at least a majority ownership interest or
(ii) the power to elect, or to direct the election of, a
majority of the directors or other governing body of such
person.
6.2 Authority Relative to This Agreement.
(a) News Corp. has all necessary corporate
power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.
(b) The execution and delivery of this
Agreement by News Corp. and the performance by News Corp.
of its obligations hereunder have been duly and validly
authorized by all necessary corporate action and no other
corporate proceedings on the part of News Corp. are
necessary to authorize this Agreement or to perform its
obligations hereunder. This Agreement has been duly and
validly executed and delivered by News Corp. and
constitutes the legal, valid and binding obligation of
News Corp., enforceable against News Corp. in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights generally and by equitable
principles to which the remedies of specific performance
and injunctive and similar forms of relief are subject
and except that rights to indemnity under the Guaranteed
Agreements may be subject to Federal or state securities
laws or the policies underlying such laws.
6.3 No Conflict; Required Filings and
Consents.
(a) The execution and delivery of this
Agreement by News Corp. do not, and the performance of
its obligations hereunder will not, (i) conflict with or
violate the articles of incorporation or bylaws or
equivalent organizational documents of News Corp., (ii)
subject to making the filings and obtaining the approvals
identified in Section 6.3(b), conflict with or violate
any law, rule, regulation, order, judgment or decree
applicable to News Corp., Fox or any other Material News
Corp. Subsidiary or by which any property or asset of
News Corp., Fox or any other Material News Corp.
Subsidiary is bound or affected, or (iii) subject to
making the filings and obtaining the approvals identified
in Section 6.3(b), conflict with or result in any breach
of or constitute a default (or an event which with notice
or lapse of time or both would become a default) under,
result in the loss (by News Corp., Fox or any other
Material News Corp. Subsidiary) or modification in a
manner materially adverse to News Corp., Fox and the
other News Corp. Subsidiaries of a material right or
benefit under, or give to others any right of
termination, amendment, acceleration, repurchase or
repayment, increased payments or cancellation of, or
result in the creation of any security interests, liens,
claims, pledges, options, rights of first refusal,
agreements, limitations on voting rights, charges and
other encumbrances of any nature whatsoever on any
property or asset of News Corp., Fox or any other
Material News Corp. Subsidiary pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise, or other instrument or
obligation to which News Corp., Fox or any other Material
News Corp. Subsidiary is a party or by which News Corp.,
Fox or any other Material News Corp. Subsidiary or any
property or asset of News Corp., Fox or any other
Material News Corp. Subsidiary is bound or affected,
except, in the case of clauses (ii) and (iii), for any
such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay in any
material respect performance by News Corp. of its
obligations hereunder, or otherwise, individually or in
the aggregate, prevent News Corp. from performing its
obligations under this Agreement in any material respect,
and would not, individually or in the aggregate, have a
News Corp. Material Adverse Effect.
(b) Except as set forth in Section 4.5 of the
disclosure letter from The News Corporation Limited,
dated the date hereof, addressed to New World
Communications Group Incorporated (the "Disclosure
Letter"), the execution and delivery of this Agreement by
News Corp. and the performance of its obligations under
this Agreement and the consummation of its obligations
will not require any consent, approval, authorization or
permit of, or filing with or notification to, any
federal, state or local governmental or regulatory
agency, authority, commission or instrumentality, whether
domestic or foreign, except (i) for (A) applicable
requirements, if any, of the Securities Act of 1933, as
amended, the Securities Exchange Act or 1934, as amended,
and the state securities or "blue sky" laws, (B) the pre-
merger notification requirements of the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder, (C) the approval of the
Transactions by the Federal Communications Commission
(the "FCC") under the Communications Act of 1934, as
amended, and the rules and regulations of the FCC
promulgated thereunder, (D) the filing of the Merger
Certificate (as defined in the Merger Agreement), and (E)
the filing of listing applications and the filing of an
application for quotation with the stock exchanges on
which the News Corp. Preferred Stock (as defined in the
Merger Agreement) and the News Corp. Preferred ADRs (as
defined in the Merger Agreement) are listed or quoted,
and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such
filings or notifications, would not, individually or in
the aggregate, prevent or delay in any material respect
consummation of its obligations under this Agreement or
otherwise prevent News Corp. from performing its
obligations under this Agreement in any material respect,
and would not, individually or in the aggregate, have a
News Corp. Material Adverse Effect.
6.4 SEC Reports and Financial Statements.
Each form, report, schedule and registration statement
filed by News Corp. with the SEC since December 31, 1994
and prior to the date hereof (as such documents have been
amended prior to the date hereof, the "News Corp. SEC
Reports"), as of their respective dates, complied in all
material respects with the applicable requirements of the
Securities Act and the Exchange Act and the rules and
regulations thereunder. None of the News Corp. SEC
Reports, as of their respective dates, contained any
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except for such statements, if any, as have been modified
or superseded by subsequent filings prior to the date
hereof. The consolidated financial statements of News
Corp. and the News Corp. Subsidiaries included in such
reports have been prepared in accordance with Australian
generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except
as may be indicated in the notes thereto) and fairly
present (subject, in the case of the unaudited interim
financial statements, to normal, year-end audit
adjustments) the consolidated financial position of News
Corp. and the News Corp. Subsidiaries as at the dates
thereof and the consolidated results of their operations
and cash flows for the periods then ended, and such
financial statements and the reconciliations to United
States generally accepted accounting principles comply as
to form in all material respects with applicable
accounting requirements and with the published rules and
regulations of the SEC with respect thereto. Since March
31, 1996, neither News Corp. nor any of the News Corp.
Subsidiaries has incurred any liabilities or obligations
(whether absolute, accrued, fixed, contingent,
liquidated, unliquidated or otherwise and whether due or
to become due) of any nature, except liabilities,
obligations or contingencies (a) which are reflected on
the unaudited balance sheet of News Corp. and the News
Corp. Subsidiaries as at March 31, 1996 (including the
notes thereto), or (b) which (i) were incurred in the
ordinary course of business after March 31, 1996 and
consistent with past practices, (ii) are disclosed in the
News Corp. SEC Reports filed after March 31, 1996 or
(iii) would not, individually or in the aggregate, have a
News Corp. Material Adverse Effect. Since March 31,
1996, there has been no change in any of the significant
accounting (including tax accounting) policies, practices
or procedures of News Corp. or any News Corp. Material
Subsidiary.
6.5 Absence of Certain Changes or Events.
Except as contemplated by this Agreement or as disclosed
in any News Corp. SEC Report, since March 31, 1996, (a)
News Corp. and the News Corp. Subsidiaries have conducted
their respective businesses only in the ordinary course,
consistent with past practice, and have not taken any of
the actions set forth in Section 5.2 of the Merger
Agreement, and (b) there has not occurred or arisen any
event that, individually or in the aggregate, has had or,
insofar as reasonably can be foreseen, is likely in the
future to have, a News Corp. Material Adverse Effect,
other than events or developments generally affecting the
industry in which News Corp. and the News Corp.
Subsidiaries operate.
6.6 Litigation. Except as disclosed in
Section 4.9 of the Disclosure Letter or in the News Corp.
SEC Reports, there are no claims, suits, actions or
proceedings pending or, to News Corp.'s knowledge,
threatened or contemplated, nor are there any
investigations or reviews by any Governmental Entity
pending or, to News Corp.'s knowledge, threatened or
contemplated, against, relating to or affecting News
Corp. or any of the News Corp. Subsidiaries, which could
reasonably be expected to have, individually or in the
aggregate, a News Corp. Material Adverse Effect, or to
prohibit or materially restrict the performance of its
obligations hereunder, nor is there any judgment, decree,
order, injunction, writ or rule of any court,
governmental department, commission, agency,
instrumentality or authority or any arbitrator
outstanding against News Corp. or any News Corp.
Subsidiary having, or which, insofar as can be reasonably
foreseen, in the future is likely to have, any such News
Corp. Material Adverse Effect. In addition, there have
not been any developments with respect to any of the
claims, suits, actions, proceedings, investigations or
reviews disclosed in the News Corp. SEC Reports filed
prior to the date hereof which, insofar as can be
reasonably foreseen, in the future are likely to have a
News Corp. Material Adverse Effect.
7. Sovereign Immunity. News Corp. hereby
waives any immunity to which it may become entitled on
the basis of sovereignty or otherwise in respect of its
obligations under this Agreement and agrees not to
interpose any such immunity as a defense to any suit or
action brought or maintained in respect of News Corp.'s
obligations under this Agreement.
8. Miscellaneous.
8.1 Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed given if delivered by hand, mailed by registered
or certified mail (return receipt requested) or sent by
prepaid overnight courier (with proof of service) or
confirmed facsimile transmission to the parties as
follows (or at such other addresses for a party as shall
be specified by like notice) and shall be deemed given on
the date on which so hand-delivered, mailed, delivered or
sent by confirmed facsimile transmission:
To News Corp.:
The News Corporation Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx
with a copy (which shall not constitute notice) to:
Squadron, Ellenoff, Plesent & Xxxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxxxx
To a Guaranteed Party, at the address set forth in
the Guaranteed Agreement to which such notice relates,
with a copy (which shall not constitute notice) to the
notice parties for such Guaranteed Party set forth in
such agreement.
8.2 Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK (OTHER THAN TO THE EXTENT REQUIRED
BY THE DELAWARE GENERAL CORPORATION LAW), WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. News
Corp. and the parties to the Guaranteed Agreements
acknowledge that the negotiation of this Agreement
occurred in New York, New York and irrevocably agree that
any legal suit, action or proceeding brought by News
Corp. or any Guaranteed Party arising out of or based
upon this Agreement or the transactions contemplated
hereby shall be instituted in any United States Federal
or New York State court in the Borough of Manhattan, The
City of New York, New York (the "Courts"), waive any
objection which it may now or hereafter have to the
laying of venue of any such proceedings, submit to the
exclusive jurisdiction of such Courts in any such suit,
action or proceeding and agree not to commence any such
suit, action or proceeding except in such Courts. News
Corp. hereby appoints News America Publishing
Incorporated, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxxxx X. Xxxxxxx, as its
authorized agent (the "Authorized Agent") upon which
process may be served in any such action arising out of
or based upon this Agreement or the transactions
contemplated hereby that may be instituted in any Court
by any party hereto and expressly consents to the
jurisdiction of any such Court, but only in respect of
any such action, and waives any other requirements of or
objections to personal jurisdiction with respect thereto.
News Corp. represents and warrants that the Authorized
Agent has agreed to act as said agent for service of
process, and News Corp. agrees to take any and all
action, including the filing of any and all documents and
instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. If
the Authorized Agent shall cease to act as News Corp.'s
agent for service of process, News Corp. shall appoint
without delay another such agent and notify the Company
of such appointment. With respect to any such action in
the Courts, service of process upon the Authorized Agent
and written notice of such service to News Corp. shall be
deemed, in every respect, effective service of process
upon News Corp.
8.3 Expenses. All costs and expenses incurred
in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring
such expenses.
8.4 Headings. The headings contained in this
Agreement are for reference purposes and shall not affect
in any way the meaning or interpretation of this
Agreement.
8.5 Severability. Any term or provision of
this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or
unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement
is so broad as to be unenforceable, the provision shall
be interpreted to be only so broad as is enforceable.
8.6 Attorneys' Fees. If any action at law or
in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees, costs and necessary
disbursements, in addition to any other relief to which
such party may be entitled.
8.7 Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the
benefit of News Corp., the Guaranteed Parties and any
other Indemnified Person and their respective estates,
heirs, successors and permitted assigns; provided,
however, that News Corp. shall remain responsible for all
of its obligations under this Agreement notwithstanding
any assignment, delegation or other transfer any of its
obligations hereunder.
8.8 Entire Agreement. This Agreement,
together with the Disclosure Letter, constitutes the
entire agreement, supersedes all other prior agreements
and understandings, both written and oral, among the
parties with respect to the subject matter hereof,
including, without limitation, the Memorandum.
8.9 Disclosure Letter. News Corp. agrees that
each Guaranteed Party and any other Indemnified Person
shall be entitled to rely upon Sections 4.5 and 4.9 of
the Disclosure Letter as fully as if such letter were
addressed to each such person.
IN WITNESS WHEREOF, this Agreement has been
signed on behalf of News Corp. as of the date first above
written.
SIGNED, SEALED AND
DELIVERED BY THE NEWS
CORPORATION LIMITED (ACN
007 910 330) as a deed:
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Director
