Page 15 of 24 – SEC Filing
report filed with or
furnished to the SEC or through the press, media, analysts or other persons) about, or taking any action reasonably likely to
damage the reputation of, the other Party, or its respective members, (current or former) directors or trustees, officers,
employees or affiliated persons (which, for the avoidance of doubt, with respect to (i) the Trust, shall include Clough
Capital Partners L.P. and its directors, partners, officers, employees and affiliated persons), or any members of the Trust
Board and (ii) Saba, shall include all employees, partners, members, and directors of Saba and all investment funds advised
or sub-advised by Saba, now or in the future, including, but not limited to their respective directors, partners, officers
and affiliated persons (collectively, the “Saba Funds”)). Clough Capital Partners L.P. and the Saba Funds
shall each be considered an express third-party beneficiary of this Agreement with the power and authority to enforce this Section
5.1. In each case, such disparaging remarks, comments or statements include, but are not limited to, those that impugn
the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged. The
foregoing shall not apply to any compelled testimony or production of information, either by legal process, subpoena, or as
part of a response to a request for information from any governmental authority with jurisdiction over the Party from whom
information is sought.
| Section 6. | Miscellaneous. |
| 6.1. | Remedies. Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived. All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity. |
| 6.2. | Jurisdiction; Venue; Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF SABA AND THE TRUST WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. |
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