America Online 2009 Annual Report Download - page 121

5. Separation and Distribution Agreement and Ancillary Agreements. The parties agree that, in the event of a conflict between the terms of this
Agreement and the Separation and Distribution Agreement or any Ancillary Agreement, the terms of the Separation and Distribution Agreement or the
relevant Ancillary Agreement, as applicable, shall govern.
6. Employee Matters Assignment and Assumption Agreement. The parties agree that the Employee Matters Assignment and Assumption
Agreement shall exclusively govern the assignment and assumption of all AOL LLC employment-related assets and liabilities.
7. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each party irrevocably consents to the exclusive
jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District
Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the parties or any of their respective
subsidiaries, affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby.
8. Binding Effect. This Agreement shall be binding upon each of the parties and their respective successors and assigns.
9. Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
10. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances
or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable provision to
effect the original intent of the parties.
11. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
12. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any party hereto, unless
such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each party. Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or