ServiceMagic 2012 Annual Report Download - page 360

EXHIBIT A
FORM OF
ASSIGNMENT AND ASSUMPTION
Reference is made to the Credit Agreement, dated as of December 21, 2012, (as amended, supplemented or
otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), among IAC/InterActiveCorp, (the “
Borrower ”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the
“ Administrative Agent ”)
and the other parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
The Assignor identified on Schedule 1 hereto (the “ Assignor ”) and the Assignee identified on Schedule 1 hereto
(the “ Assignee ”) agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the Assignee, without recourse to the Assignor, and the
Assignee hereby irrevocably purchases and assumes from such Assignor, without recourse to the Assignor, as of the Effective Date
(as defined below), the interest described in Schedule 1 hereto (the “ Assigned Interest ”), in and to the Assignor’s rights and
obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on
Schedule 1 hereto (individually, an “ Assigned Facility ”; collectively, the “ Assigned Facilities ”), in a principal amount for each
Assigned Facility as set forth on Schedule 1 hereto.
2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document
furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it
hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the
performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under
the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto.
3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and
Assumption; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 3.04 and 5.01 thereof and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Assumption; (c) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent or any Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any
other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms