TPG Pace Tech Opportunities Corp.
disclosing party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the disclosing partys behalf, and the receiving party will reasonably cooperate with the disclosing party in such efforts to contest such disclosure at disclosing partys expense.
Each party hereto acknowledges and agrees that irreparable damage would occur to the other and their respective affiliates in the event any of the provisions of this Section 6 were not performed in accordance with their specific terms or were otherwise breached and monetary damages would not be a sufficient remedy for any such non-performance or breach. Accordingly, each party shall be entitled to specific performance of the terms of this Section 6, including, without limitation, an injunction or injunctions to prevent breaches of the provisions of this Section 6 and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in New York, New York or the Federal District Court for the Southern District of New York in addition to any other remedy to which such party may be entitled at law or in equity.
The parties hereto agree that the provisions of this Section 6 will survive the expiration or termination of this Agreement for two (2) years after such expiration or termination.
7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (including, without limitation, provisions concerning limitations of actions), without reference to the conflicts of laws rules of that or any other jurisdiction, except that Federal law shall also apply to the extent relevant.
To the full extent lawful, each of the Client and TPG Capital BD hereby consents irrevocably to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York as having proper subject matter jurisdiction, or the Federal District Court for the Southern District of New York. Any suit involving any dispute or matter arising under this Agreement may only be brought before a judge in the courts of the State of New York located in the Borough of Manhattan, New York or the Federal District Court for the Southern District of New York, and each of the Client and TPG Capital BD consents to the exercise of personal jurisdiction by any such court with respect to such proceeding.
Each of the Client and TPG Capital BD hereby irrevocably waives trial by jury.
(a) The parties understand that TPG Capital BD is being engaged hereunder as an independent contractor to provide the services described above solely to the Client, and that TPG Capital BD is not acting as a fiduciary of the Client, the security holders or creditors of the Client or any other persons in connection with the Engagement.
(b) The Client understands and acknowledges that TPG Capital BD and its affiliates (collectively, the TPG Capital BD Group), engage in providing a wide variety of financial consulting services and other investment banking products and services to a wide range of institutions and individuals. In the ordinary course of business, the TPG Capital BD Group and certain of its employees, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect