BE ASSIGNED, WHETHER BY OPERATION OF LAW OR OTHERWISE, BY THE
COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTOR.
11.
MISCELLANEOUS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
THIS AGREEMENT IS NOT INTENDED TO CONFER ANY
RIGHT OR REMEDY HEREUNDER UPON ANY PERSON OTHER THAN EACH OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND
16
PERMITTED ASSIGNS AND EACH OTHER INDEMNITEE.
NO AMENDMENT, MODIFICATION,
SUPPLEMENT OR DISCHARGE OF THIS AGREEMENT, AND NO WAIVER HEREUNDER SHALL BE
VALID AND BINDING UNLESS SET FORTH IN WRITING AND DULY EXECUTED BY THE PARTY OR
OTHER INDEMNITEE AGAINST WHOM ENFORCEMENT OF THE AMENDMENT, MODIFICATION,
SUPPLEMENT OR DISCHARGE IS SOUGHT.
NEITHER THE WAIVER BY ANY OF THE PARTIES
HERETO OR ANY OTHER INDEMNITEE OF A BREACH OF OR A DEFAULT UNDER ANY OF THE
PROVISIONS OF THIS AGREEMENT, NOR THE FAILURE BY ANY PARTY HERETO OR ANY OTHER
INDEMNITEE ON ONE OR MORE OCCASIONS, TO ENFORCE ANY OF THE PROVISIONS OF THIS
AGREEMENT OR TO EXERCISE ANY RIGHT, POWERS OR PRIVILEGE HEREUNDER, SHALL BE
CONSTRUED AS A WAIVER OF ANY OTHER BREACH OR DEFAULT OF A SIMILAR NATURE, OR AS
A WAIVER OF ANY PROVISIONS HEREOF, OR ANY RIGHTS, POWERS OR PRIVILEGES
HEREUNDER.
THE RIGHTS, INDEMNITIES AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE
AND ARE NOT EXCLUSIVE OF ANY RIGHTS, INDEMNITIES OR REMEDIES THAT ANY PARTY OR
OTHER INDEMNITEE MAY OTHERWISE HAVE BY CONTRACT, AT LAW OR IN EQUITY OR
OTHERWISE.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
[The remainder of this page has been left blank intentionally.]
17
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by
their authorized representatives as of the date first above written.
J.P. MORGAN VENTURES
CORPORATION
By:
/s/ Lisa Fitzgerald
Name: Lisa Fitzgerald
Title: Managing Director
SERVICEMASTER GLOBAL
HOLDINGS, INC.
By:
/s/ Theresa A. Gore
Name:
Theresa A. Gore
Title:
Vice President, Treasurer,
Assistant Secretary
THE SERVICEMASTER COMPANY
By:
/s/ Eric Zarnikow
Name:
Eric Zarnikow
Title:
Senior Vice President &
Treasurer