Common use of Acknowledgement and Agreement Clause in Contracts

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ (on the one hand) and the Bidder (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the Bidder, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 in this Agreement and would not have entered into this Agreement without it; and (e) each party has received external legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ The Company (on the one hand) and the Bidder Meridian (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the Bidder, funding costs; (iv) out of pocket expenses; and (viv) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 16 in this Agreement and would not have entered into this Agreement without it; and (e) each party has received external independent legal and financial advice in relation to this clause 15 16 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 16.2 or 15.3 16.3 (as applicable) in order to secure the other party’s entry into this Agreement.

Acknowledgement and Agreement. Arvida (on the one hand) and ▇▇▇▇▇▇▇▇▇ (on the one hand) and the Bidder (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies Entities have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the BidderStonepeak, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies Entities are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies Entities in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 14 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external legal and financial advice in relation to this clause 15 14 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 clause 14.2 or 15.3 14.3 (as applicable) in order to secure the other party’s entry into this Agreementagreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ The Target (on the one hand) and the Bidder (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the Bidder, funding costs; (iv) out of pocket expenses; and (viv) opportunity costs of pursuing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 in this Agreement and would not have entered into this Agreement without it; and (e) each party has received external legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or the Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ (on the one hand) and the Bidder (on the other hand) each Each party acknowledges and agrees that: (a) the each other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ ' time; (iii) in respect of the Bidder, funding costs; (iv) out of out-of-pocket expenses; and (viv) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such a nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external independent legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses clause 15.2 or 15.3 (as applicable) in order to secure the each other party’s 's entry into this Agreementagreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ The Company (on the one hand) and the Bidder Apax (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the BidderApax, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction;; F or p er so na l u se o nl 3679077 v1 38 (d) the parties have negotiated the inclusion of this clause 15 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external independent legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses clause 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreementagreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ The Company (on the one hand) and the Bidder Acquirer (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the BidderAcquirer and members of the Acquirer Group, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 14 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external legal and financial advice in relation to this clause 15 14 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreement.clause 14.2 or

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ Target (on the one hand) and the Bidder (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies Entities have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the Bidder, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies Entities are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies Entities in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 13 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external legal and financial advice in relation to this clause 15 13 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 clause 13.2 or 15.3 13.3 (as applicable) in order to secure the other party’s entry into this Agreementagreement.

Acknowledgement and Agreement. ▇▇▇▇▇▇▇ The Company (on the one hand) and the Bidder Apax (on the other hand) each acknowledges and agrees that: (a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including: (i) advisory costs; (ii) costs of management and directors’ time; (iii) in respect of the BidderApax, funding costs; (iv) out of pocket expenses; and (v) opportunity costs of pursuing pursing the Transaction or in not pursuing alternative transactions or business opportunities; (b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained; (c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction; (d) the parties have negotiated the inclusion of this clause 15 in this Agreement agreement and would not have entered into this Agreement agreement without it; and (e) each party has received external independent legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses clause 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreementagreement.