Common use of Debt Financing Parties Clause in Contracts

Debt Financing Parties. Notwithstanding anything in this Agreement to the contrary, the Company and Parent, on behalf of themselves, their respective Subsidiaries and each of their respective controlled Affiliates hereby: (a) agrees that any suit, action, claim, complaint, formal investigation or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, and that such provisions and the definition of “Debt Financing Parties” shall not be amended in any way adverse to the Debt Financing Parties without the prior written consent of the Debt Financing Sources).

Debt Financing Parties. Notwithstanding anything to the contrary contained in this Agreement, and except as otherwise set forth in this paragraph, each Party to this Agreement acknowledges and irrevocably agrees (i) that any legal action, whether at law or in equity, whether in contract or in tort or otherwise, involving any Financing Party arising out of or relating to this Agreement, any Financing or any document related to any Financing or the performance thereunder shall be subject to the contraryexclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) that any legal action, whether at law or in equity, whether in contract or in tort or otherwise, involving any Financing Party arising out of or relating to this Agreement, any Financing or any document related to any Financing or the performance thereunder shall be governed by, and construed in accordance with, the Laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring any such legal action in any other court, (iv) that the provisions of this Section 10.16 shall apply to any such legal action, (v) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (vi) to waive, and hereby waive, any right to trial by jury in respect of any such action, (vii) none of the Financing Parties will have any liability to any of Seller or any Company and Parent, on behalf of themselves, their respective Subsidiaries and each Entity or any of their respective controlled representatives, subsidiaries or Affiliates hereby: (a) agrees that relating to or arising out of this Agreement, any suit, action, claim, complaint, formal investigation Financing or other proceeding (a “Proceeding”)any document related to any Financing or otherwise, whether in law or in equity, whether in contract or in tort or otherwise, involving and none of the Debt Seller, the Company Entities or any of their respective representatives, subsidiaries or Affiliates will have any rights or claims against any of the Financing Parties hereunder or thereunder, and in no event shall any of Seller, the Company Entities or any of their respective representatives, subsidiaries or Affiliates be entitled to seek the remedy of specific performance of this Agreement against the Financing Parties, arising out and (viii) that the Financing Parties are beneficiaries of and may enforce any liability cap or relating to, limitation on damages or remedies applicable to the Buyer or Guarantor in this AgreementAgreement (in each case under this clause (viii) to the same extent as the Buyer or Guarantor). Notwithstanding the foregoing, the Debt Financing or any provisions of the agreements (including the Debt Commitment Letter) entered into preceding sentence shall not apply to any circumstance in connection with the Debt which a Financing Party has assumed Buyer or Guarantor’s rights hereunder as a result of a foreclosure upon any collateral assignment of the transactions contemplated hereby this Agreement made to a Financing Party pursuant to Section 10.06 or thereby 10.11 hereof, or the performance of any services thereunder otherwise, following which such assuming Financing Party shall be subject to the provisions of this Agreement (exclusive jurisdiction of the initial sentence of this section) as they may pertain to such Financing Party’s handling of the assumed rights. Furthermore, Buyer and Guarantor hereby waive any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains availableright to, and agree not to seek to, join or otherwise bring (by whatever method and in whatever capacity) any appellate court thereof Financing Party into any action involving Seller and irrevocably submits itself and its property with respect to any such Proceeding Buyer and/or Guarantor concerning their respective rights or obligations under this Agreement to the exclusive jurisdiction of such court, (b) agrees extent that any such Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter joinder or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of inclusion might implicate the provisions of the first sentence of this section. For purposes of this Section 10.1310.16, and that such provisions and the definition of “Debt Financing Parties” shall not be amended in any way adverse deemed to the Debt include Buyer or Guarantor regardless of whether such party may otherwise fall within such definition for other purposes under this Agreement. Financing Parties without the prior written consent are expressly intended as third party beneficiaries of the Debt Financing Sources).Section 10.06, Section 10.08, Section 10.11(b) and this Section 10.16.  

Debt Financing Parties. Notwithstanding anything to the contrary contained in this Agreement, and except as otherwise set forth in this paragraph, each Party to this Agreement acknowledges and irrevocably agrees (i) that any legal action, whether at law or in equity, whether in contract or in tort or otherwise, involving any Financing Party arising out of or relating to this Agreement, any Financing or any document related to any Financing or the performance thereunder shall be subject to the contraryexclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) that any legal action, whether at law or in equity, whether in contract or in tort or otherwise, involving any Financing Party arising out of or relating to this Agreement, any Financing or any document related to any Financing or the performance thereunder shall be governed by, and construed in accordance with, the Laws of the State of New York, (iii) not to bring or permit any of their Affiliates to bring any such legal action in any other court, (iv) that the provisions of this Section 10.16 shall apply to any such legal action, (v) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (vi) to waive, and hereby waive, any right to trial by jury in respect of any such action, (vii) none of the Financing Parties will have any liability to any of Seller or any Company and Parent, on behalf of themselves, their respective Subsidiaries and each Entity or any of their respective controlled representatives, subsidiaries or Affiliates hereby: (a) agrees that relating to or arising out of this Agreement, any suit, action, claim, complaint, formal investigation Financing or other proceeding (a “Proceeding”)any document related to any Financing or otherwise, whether in law or in equity, whether in contract or in tort or otherwise, involving and none of the Debt Seller, the Company Entities or any of their respective representatives, subsidiaries or Affiliates will have any rights or claims against any of the Financing Parties hereunder or thereunder, and in no event shall any of Seller, the Company Entities or any of their respective representatives, subsidiaries or Affiliates be entitled to seek the remedy of specific performance of this Agreement against the Financing Parties, arising out and (viii) that the Financing Parties are beneficiaries of and may enforce any liability cap or relating to, limitation on damages or remedies applicable to the Buyer or Guarantor in this AgreementAgreement (in each case under this clause (viii) to the same extent as the Buyer or Guarantor). Notwithstanding the foregoing, the Debt Financing or any provisions of the agreements (including the Debt Commitment Letter) entered into preceding sentence shall not apply to any circumstance in connection with the Debt which a Financing Party has assumed Buyer or Guarantor’s rights hereunder as a result of a foreclosure upon any collateral assignment of the transactions contemplated hereby this Agreement made to a Financing Party pursuant to Section 10.06 or thereby 10.11 hereof, or the performance of any services thereunder otherwise, following which such assuming Financing Party shall be subject to the provisions of this Agreement (exclusive jurisdiction of the initial sentence of this section) as they may pertain to such Financing Party’s handling of the assumed rights. Furthermore, Xxxxx and Guarantor hereby waive any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains availableright to, and agree not to seek to, join or otherwise bring (by whatever method and in whatever capacity) any appellate court thereof Financing Party into any action involving Seller and irrevocably submits itself and its property with respect to any such Proceeding Buyer and/or Guarantor concerning their respective rights or obligations under this Agreement to the exclusive jurisdiction of such court, (b) agrees extent that any such Proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter joinder or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of inclusion might implicate the provisions of the first sentence of this section. For purposes of this Section 10.1310.16, and that such provisions and the definition of “Debt Financing Parties” shall not be amended in any way adverse deemed to the Debt include Buyer or Guarantor regardless of whether such party may otherwise fall within such definition for other purposes under this Agreement. Financing Parties without the prior written consent are expressly intended as third party beneficiaries of the Debt Financing Sources)Section 10.06, Section 10.08, Section 10.11(b) and this Section 10.16.

Debt Financing Parties. Each of the Parties understands that the Parent and/or Purchaser may obtain Debt Financing, including pursuant to the Financing Commitments, to perform their respective obligations under this Agreement (collectively, whether in the form of commitment letters or otherwise, the "Debt Financing Agreements", and the financing institutions Parties thereto (the "Debt Financing Sources"), together with their respective Affiliates and their and their Affiliates' respective directors, officers, employees, or stockholders, collectively, the "Debt Financing Parties"). The Company's Group and their Affiliates and representatives agree that none of the Company's Group or their Affiliates and representatives are legal beneficiaries of any Debt Financing Agreement. Each of the Company's Group and their Affiliates, shareholders and representatives (i) hereby irrevocably acknowledges and agrees that no Debt Financing Party shall have any liability or obligations of any kind to any of the Company's Group or their Affiliates or representatives arising out of or relating to this Agreement or any Debt Financing Agreement and hereby waives any such liability or obligation, as applicable, and (ii) hereby agrees not to pursue any cause of action against any Debt Financing Party with respect to this Agreement or any Debt Financing Agreement. It is also hereby agreed that in no event will any of the Company's Group or their Affiliates or representatives be SPAExecution Version entitled to specific performance of any Debt Financing Agreement against the Debt Financing Parties. Notwithstanding anything in this Agreement to the contrary, the Company each Party acknowledges and Parent, on behalf of themselves, their respective Subsidiaries and each of their respective controlled Affiliates hereby: irrevocably agrees (ai) agrees that any suit, action, claim, complaint, formal investigation legal action or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the of any kind against any Debt Financing Parties, Party directly or indirectly arising out of or relating to, to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Agreement or the performance of any services thereunder hereunder shall be subject to the exclusive jurisdiction of any state or federal or state court sitting in the Borough of Manhattan, Manhattan in the City and State of New York, New York, so long as such forum is and remains availableYork (whether a state or a federal court), and any appellate court thereof and irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such courtfrom thereof, (bii) agrees that any such Proceeding legal action or proceeding of any kind against any Debt Financing Party shall be governed by by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt FinancingYork, (ciii) agrees not to bring or support or permit any of its their Affiliates to bring or support anyone else in bringing any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party such legal action in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (fiv) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in that any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, of this Section 37.7 and may enforce, any of enforce the provisions of this Section 10.1337.7, and that such provisions and (v) that, to the definition fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of “any legal action or proceeding of any kind against any Debt Financing Parties” shall party directly or indirectly arising out of or relating to this Agreement or the performance hereunder is hereby irrevocably and unconditionally waived to the fullest extent permitted by applicable law. Notwithstanding anything else to the contrary herein, the provisions of this Section 37.7 may not be amended amended, modified or supplemented in any way manner adverse to the a Debt Financing Parties Party without the prior written consent of the each related Debt Financing Sources).Source. [Signature Page of Viessmann Group GmbH & Co. KG to Share Purchase Agreement] By: Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Function: Authorized Signatory [Signature Page of Blitz F23-620 GmbH to Share Purchase Agreement] By: Xxxxxxxx Xxxx /s/ Laetitia Aria Name: Xxxxxxxx Xxxx Function: Authorized Signatory [Signature Page of Carrier Global Corporation to Share Purchase Agreement] By: Xx. Xxxx Xxxxxxxxxx /s/ Xx. Xxxx Xxxxxxxxxx Name: Xx. Xxxx Xxxxxxxxxx Function: Authorized Signatory Xxxxxx | Warranty ScheduleExhibit 12.1/1 to SPA

Debt Financing Parties. Notwithstanding anything in this Agreement to the contrary, the Company and Parent, on behalf of themselvesitself, their respective Subsidiaries and each of their respective controlled Affiliates herebyCompany Related Party: (a) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any suit, action, claim, complaint, formal investigation or other proceeding (a “Proceeding”)proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment LetterLetter and the Definitive Agreements) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding proceeding to the exclusive jurisdiction of such court, (b) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any such Proceeding proceeding shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates Company Related Party to bring or support any Proceeding proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Definitive Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, and that such provisions and the definition of “Debt Financing Parties” shall not be amended in any way adverse to the Debt Financing Parties without the prior written consent of the Debt Financing Sources).contemplated

Debt Financing Parties. Notwithstanding anything in this Agreement to the contrary, the Company and ParentCompany, on behalf of themselvesitself, their respective its Subsidiaries and each of their respective its controlled Affiliates Affiliates, hereby: (a) agrees that any suit, legal action, claim, complaint, formal investigation or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) entered into in connection with Letters, the Debt Financing Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document any agreement relating to the Debt FinancingFinancing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letters or in any definitive documentation related to the Debt Financing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not knowingly, intentionally and voluntarily waives, to bring the fullest extent permitted by applicable law, any rights or support or permit claims to trial by jury in any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, such legal action brought against any Debt Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter Letters, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New Yorkthereby, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will shall have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Parent, Holdco or Merger Sub and their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)Subsidiaries) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letters, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (he) agrees that the Debt Financing Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of Section 7.3(d) and this Section 10.138.16, and that Section 7.3(d) and this Section 8.16 (and any definition in this Agreement to the extent that an amendment of such provisions and definition would modify the definition substance of “Debt Financing Parties” shall Section 7.3(d) or this Section 8.16) may not be amended in any way a manner materially adverse to the Debt Financing Parties without the prior written consent of the Debt Financing SourcesEntities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Debt Financing Party’s obligations to Parent under the Debt Commitment Letters or the rights of the Company and its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.

Debt Financing Parties. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, each of the Company and Parent, on behalf of themselves, their itself and its respective Subsidiaries and each of their respective controlled Affiliates Affiliates, hereby: (a) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any suit, action, claim, complaint, formal investigation or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough courts of Manhattan, New York, New York, so long as such forum is and remains available, England and any appellate court thereof and irrevocably submits itself and its property with respect to any such Proceeding to the exclusive jurisdiction of such court, (b) agrees that that, except as specifically set forth in the documents relating to the Debt Financing, any such Proceeding shall be governed by the laws of the State of New York England (without giving effect to any conflicts choice or conflict of law principles provision or rule (whether of England or any other jurisdiction) that would result in cause the application of the laws Laws of another stateany jurisdiction other than the England), (c) except as otherwise provided specifically set forth in the Debt Commitment Letter or other applicable definitive document documents relating to the Debt Financing, (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Party in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder in any forum other than the courts of England, and any federal or state appellate court in the Borough of Manhattan, New York, New Yorkthereof, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (e) agrees that service of process upon such Party, its Subsidiaries or its controlled Affiliates in any such Proceeding shall be effective if notice is given in accordance with Section 8.7 of this Agreement, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any Proceeding brought against the Debt Financing Parties in any way arising out of or relating to, to this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder, (g) agrees that none of the Debt Financing Parties will have any liability to the Company or any of its Subsidiaries or any of their respective its Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Financing or any of the transactions contemplated hereby or thereby Transactions or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and the Company (on behalf of itself and its Subsidiaries and Affiliates) agrees not to commence any Proceeding or proceeding against any Debt Financing Party with respect to the foregoing (and in furtherance and not in limitation of the foregoing, the parties acknowledge and agreed that no Debt Financing Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature), and (h) agrees that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any of the provisions of this Section 10.138.14, and that such provisions and (or any of the definition defined terms used herein or any other provision of “Debt Financing Parties” this Agreement to the extent a modification, waiver or termination of such defined term or provision would modify the substance of this Section 8.14) shall not be amended in any way adverse to the Debt Financing Parties without the prior written consent of the Debt Financing SourcesSources (and any such amendment, waiver or other modification without such prior written consent shall be null and void). Notwithstanding the foregoing, nothing in this Section 8.14 shall in any way limit or modify the rights and obligations of Ultimate Parent, Parent or Merger Sub under this Agreement, or any Debt Financing Party’s obligations to Ultimate Parent, Parent or Merger Sub under any debt commitment letters or other documents relating to the Debt Financing.

Debt Financing Parties. Notwithstanding anything in this Agreement to the contrary, the Company and ParentCompany, on behalf of themselvesitself, their respective its Subsidiaries and each of their respective its controlled Affiliates Affiliates, hereby: (a) agrees that any suit, legal action, claim, complaint, formal investigation or other proceeding (a “Proceeding”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Parties, arising out of or relating to, this Agreement, the Debt Financing or any of the agreements (including Financing, the Debt Commitment Letter) entered into in connection with , the Debt Financing Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunder thereby, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such Proceeding legal action to the exclusive jurisdiction of such court, (b) agrees that any such Proceeding legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Debt Financing and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment Letter or other applicable in any definitive document relating documentation related to the Debt FinancingFinancing that expressly specifies that the interpretation of such provisions shall be governed by and construed in accordance with the law of the State of Delaware), (c) agrees not to bring or support or permit any of its Affiliates to bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Proceeding or proceeding shall be effective if notice is given in accordance with Section 10.3, (e) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court, (f) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable law any rights or claims to trial by jury in any Proceeding such legal action brought against the Debt Financing Parties in any way arising out of or relating to, this Agreement, or the Debt Financing, the Debt Commitment Letter Letter, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or the performance of any services thereunderthereby, (gd) agrees that none of the Debt Financing Parties will shall have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than Parent, Holdco or their respective Subsidiaries (including the Surviving Corporation following consummation of the Merger)) representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter Letter, the Definitive Agreements or any of the performance thereof or the transactions contemplated hereby or thereby or (subject to the performance last sentence of any services thereunderthis Section 8.16), whether in law or in equity, whether in contract or in tort or otherwise and (he) agrees that the Debt Financing Parties are express third third-party beneficiaries of, and may enforce, any of the provisions of this Section 10.13, 8.16 (and any definition in this Agreement to the extent that an amendment of such provision would modify the provisions of this Section 8.16) and that such provisions and the definition of “Debt Financing Parties” shall this Section 8.16 may not be amended in any way a manner materially adverse to the Debt Financing Parties without the prior written consent of the Debt Financing SourcesEntities (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing in this Section 8.16 shall in any way limit or modify the rights and obligations of Parent under this Agreement or any Debt Financing Party’s obligations under the Debt Commitment Letter, or the rights of the Company and its Subsidiaries against the Debt Financing Parties with respect to the Debt Financing or any of the transactions contemplated thereby or any services thereunder following the Closing Date.