Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. 23.1 The Holders shall be required and be bound to acknowledge and agree with the Depositary that: (a) the Depositary to shall not be obligated to carry out any act or duty which it is not expressly required to carry out under the terms of this Deposit Agreement; (b) the Depositary and the Custodian rely on the Company and (to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings of the holders of those securities and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content of the information made available to Holders and the time at which such information is available will reflect the content of and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no responsibility is accepted; (c) the Holder shall not cause or endeavor to cause the Depositary, the Custodian or its nominee to make or assert any right or claim whatsoever against the Company or its officers; (d) the Depositary and the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to Section 18.2 above, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents; (e) neither the Depositary nor the Custodian is responsible for the acts or omissions of any person who provides banking and related services in connection with the Deposited Securities, and the Holder further acknowledges and agrees that any such person is responsible only to any or both of the Depositary and the Custodian and undertakes to take no action to recover damages, compensation or payment or remedy of any other nature from any such person; (f) the Depositary, Custodian or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage in any kind of business with, others (including without limitation issuers of securities, money market instruments or other property purchased for and on behalf of the Depositary) to the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in this Deposit Agreement shall be deemed to restrict the right of the Depositary, the Custodian or the affiliated companies or associates of each to perform such services for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such service, business or activity will not be deemed to violate the terms of this Deposit Agreement or give rise to any duty or obligation not specifically undertaken by the Depositary or Custodian under this Deposit Agreement; (g) the Depositary shall not be under any duty to bring legal proceedings against the Company on behalf of a Holder, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Depositary Receipts; and if the Depositary agrees to so act, it shall do so only if fully indemnified by the Holder; and (h) nothing in this Deposit Agreement shall require the Depositary to act in contravention of applicable law and regulation.

Further Acknowledgments. 23.1 13.1 The Holders shall be required Bidder acknowledges and be bound to acknowledge and agree agrees with the Depositary Target that: 13.1.1 the disclosure of the Confidential Information does not give the Bidder, or any Permitted Recipient, any property or licence or other right whatsoever in respect of the whole or any part of the Confidential Information; 13.1.2 nothing in this agreement shall require the Target to provide any Confidential Information to the Bidder, nor does it restrict the Target from providing the Confidential Information to any other person who may express an interest in acquiring any shares, or an interest in any shares, in the Target or in the business and any assets of any member of the Target Group; 13.1.3 nothing in this agreement, including the disclosure of the Confidential Information to the Bidder or any Permitted Recipient, constitutes an offer or invitation by the Target and is not intended as, and should not be construed in any way as, a recommendation, invitation or inducement (direct or indirect) to the Bidder or any of its Representatives to engage in investment activity, and the Target is under no legal obligation to pursue or continue the Negotiations; 13.1.4 the Bidder is solely responsible for the Evaluation and neither the Target, another member of the Target Group, nor any of their respective Representatives: (a) accept responsibility or liability for or make any representation or warranty, express or implied, in this agreement with respect to, the Depositary to shall not accuracy, adequacy or completeness of the Confidential Information except as may be obligated to carry out any act or duty which it is not expressly required to carry out under provided in a definitive agreement for the terms of this Deposit Agreement;Proposed Transaction; and (b) has any obligation to update, alter or add to any Confidential Information previously provided to the Depositary Bidder (whether before, on or after the date of this agreement) notwithstanding that such Confidential Information may have subsequently become untrue, inaccurate, incomplete or misleading excluding claims arising out of fraud or wilful misconduct; 13.1.5 each of the Target and the Custodian rely on the Company Bidder shall be entitled, at its sole and (absolute discretion, to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings of the holders of those securities terminate discussions and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content of the information made available to Holders and the time at which such information is available will reflect the content of and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no responsibility is accepted; (c) the Holder shall not cause or endeavor to cause the Depositary, the Custodian or its nominee to make or assert any right or claim whatsoever against the Company or its officers; (d) the Depositary and the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to Section 18.2 above, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents; (e) neither the Depositary nor the Custodian is responsible for the acts or omissions of any person who provides banking and related services negotiations in connection with the Deposited SecuritiesProposed Transaction with the other party at any time without any liability for so terminating discussions and negotiations but without prejudice to its accrued rights and remedies hereunder at that time; 13.1.6 the Confidential Information is supplied on a “subject to contract” basis and will not (unless agreed otherwise in writing by all parties to the Proposed Transaction) form the basis of any contract for, or relating to, the Proposed Transaction; 13.1.7 the provisions of this agreement have been the subject of discussion and negotiation and, with particular reference to any exclusion or limitation of liability, are fair and reasonable having regard to the circumstances as at the date of this agreement; 13.1.8 no member of the Target Group or their respective Representatives will be responsible to the Bidder, another member of the Bidder’s Group or their respective Representatives, for any losses, expenses, costs, liabilities or damages (including loss of profit and/or loss of opportunity) that may be incurred (directly or indirectly) and whether foreseeable or not, by the Bidder, another member of the Bidder’s Group or their respective Representatives, in connection with the Proposed Transaction and/or the evaluation of the Confidential Information; 13.1.9 the Proposed Transaction would be subject to the Code and further acknowledges the need to maintain absolute secrecy in relation to the Proposed Transaction; 13.1.10 if the Panel determines that any provision of this agreement that requires the Target to take or not take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded; and 13.1.11 in accordance with Rule 2.3(d) of the Code, nothing in this agreement shall prevent the board of directors of the Target from making any announcement relating to a possible offer by the Bidder for the Target or publicly identifying the Bidder, at any time the board of directors of the Target considers appropriate. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the Holder further acknowledges and agrees that any such person is responsible only to any or both obtaining of the Depositary Confidential Information is solely for its own benefit as principal and not for the Custodian and undertakes to take no action to recover damages, compensation or payment or remedy benefit of any other nature from any such person; (f) the Depositary, Custodian or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any kind other person other than with respect to its affiliates and its and their managed or advised private equity funds and affiliates thereof; provided that to the extent that any of business with, others (including without limitation issuers of securities, money market instruments the Bidder’s affiliates and its and their managed or other property purchased for advised private equity funds and affiliates thereof have received Confidential Information by or on behalf of the Depositary) to the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in this Deposit Agreement Bidder, it shall be deemed to restrict be the right of the Depositary, the Custodian or the affiliated companies or associates of each to perform such services Bidder’s Representative for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such service, business or activity will not be deemed to violate the terms purposes of this Deposit Agreement or give rise to any duty or obligation not specifically undertaken by the Depositary or Custodian under this Deposit Agreement; (g) the Depositary shall not be under any duty to bring legal proceedings against the Company on behalf of a Holder, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Depositary Receipts; and if the Depositary agrees to so act, it shall do so only if fully indemnified by the Holder; and (h) nothing in this Deposit Agreement shall require the Depositary to act in contravention of applicable law and regulationletter.

Further Acknowledgments. 23.1 The Holders shall be required and be bound to acknowledge and agree with the Depositary that: (a) The Buyer has conducted its own independent review and analysis of the Depositary Sellers, the Business, and the assets (including the Transferred Assets), the Liabilities (including the Assumed Liabilities), the results of operations and the financial condition of the Business, and acknowledges that the Buyer and its Representatives have been provided access to shall not be obligated the appropriate personnel, properties, premises and records of the Sellers for such purpose and that the Buyer and its Representatives have been provided with the opportunity to carry out any act or duty which it is not expressly required ask questions of the officers and management employees of the Sellers and to carry out under obtain such additional information about the terms Business and the assets (including the Transferred Assets), Liabilities (including the Assumed Liabilities), results of this Deposit Agreement;operations and financial condition of the Business as the Buyer and its Representatives have requested. (b) Each Party is an informed and sophisticated participant in the Depositary transactions contemplated hereby and has undertaken such investigation, and the Custodian rely on Parties and their respective Representatives have been provided with and have evaluated such documents and information together with appropriate expert advisors (both internal and external), as they have deemed necessary in connection with the Company execution, delivery and (to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings performance of the holders of those securities Transaction Agreements and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content consummation of the information made available to Holders transactions contemplated hereby and the time at which such information is available will reflect the content of and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no responsibility is accepted;thereby. (c) In furtherance of the Holder shall foregoing, and not cause or endeavor to cause in limitation thereof, each Party acknowledges that none of the DepositaryBuyer, the Custodian Company, the Sellers or its nominee any of their respective Affiliates or Representatives is making or has made, and no Party is relying on nor has relied on, any representation or warranty, express or implied, at Law or in equity, with respect to make the Buyer, Sellers or assert the Business, as applicable, including with respect to the accuracy or completeness of any right information, documents or claim whatsoever against materials made available to any Party, whether orally or in writing, including in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Company or its officers;transactions contemplated by this Agreement and the Transaction Agreements, except for the representations and warranties that are expressly set forth in Article III, Article IV, the Transaction Agreements and the certificates delivered pursuant to this Agreement. (d) Notwithstanding anything to the Depositary and contrary in this Agreement, nothing in this Section 11.6 shall limit the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to Section 18.2 above, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents; (e) neither the Depositary nor the Custodian is responsible for the acts or omissions liability of any person who provides banking and related services Party for Fraud or Willful Breach, in each case, committed by or on behalf such Party in connection with the Deposited Securities, and the Holder further acknowledges and agrees that any such person is responsible only to any or both of the Depositary and the Custodian and undertakes to take no action to recover damages, compensation or payment or remedy of any other nature from any such person; (f) the Depositary, Custodian or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage in any kind of business with, others (including without limitation issuers of securities, money market instruments or other property purchased for and on behalf of the Depositary) to the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in transactions contemplated by this Deposit Agreement shall be deemed to restrict the right of the Depositary, the Custodian or the affiliated companies or associates of each to perform such services for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such service, business or activity will not be deemed to violate the terms of this Deposit Agreement or give rise to any duty or obligation not specifically undertaken by the Depositary or Custodian under this Deposit Agreement; (g) the Depositary shall not be under any duty to bring legal proceedings against the Company on behalf of a HolderParty committing such Fraud or Willful Breach, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Depositary Receipts; and if the Depositary agrees to so act, it shall do so only if fully indemnified by the Holder; and (h) nothing in this Deposit Agreement shall require the Depositary to act in contravention of applicable law and regulationas applicable.

Further Acknowledgments. 23.1 The Holders shall be required and be bound to acknowledge and agree with the Depositary Subscriber acknowledges that: (ai) no securities commission or similar regulatory authority has reviewed or passed on the Depositary to shall not be obligated to carry out any act or duty which it is not expressly required to carry out under merits of the terms of this Deposit AgreementUnits; (bii) there is no government or other insurance covering the Depositary and the Custodian rely on the Company and (to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings of the holders of those securities and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content of the information made available to Holders and the time at which such information is available will reflect the content of and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no responsibility is acceptedUnits; (ciii) there are risks associated with the Holder shall not cause or endeavor to cause purchase of the Depositary, the Custodian or its nominee to make or assert any right or claim whatsoever against the Company or its officersUnits; (div) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Units; and (v) the Depositary Corporation has advised the Subscriber that the Subscriber is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell Units through a person or company registered to sell securities under the Custodian maySecurities Act (Alberta) and other applicable Securities Laws and, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, as a consequence of acquiring Units pursuant to Section 18.2 abovethis exemption, on a pooled basis pending distribution certain protections, rights and remedies provided by the relevant bank may Securities Act (Alberta) and other applicable Securities Laws, including statutory rights of rescission or damages, will not be entitled available to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents; (e) neither the Depositary nor the Custodian is responsible for the acts or omissions of any person who provides banking and related services in connection with the Deposited Securities, and the Holder further Subscriber. The Subscriber acknowledges and agrees that any such person is responsible only to any the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or both of the Depositary and the Custodian and undertakes to take no action to recover damages, compensation or payment or remedy of any other nature from any such person; (fif applicable) the Depositary, Custodian eligibility of others on whose behalf it is contracting hereunder to purchase the Subscriber's Units under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Subscriber's Units by or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage in any kind of business with, others (including without limitation issuers of securities, money market instruments or other property purchased for and on behalf of the Depositary) to subscriber on the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in this Deposit Agreement shall be deemed to restrict the right of the Depositary, the Custodian or the affiliated companies or associates of each to perform such services for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such service, business or activity will not be deemed to violate the terms of this Deposit Agreement or give rise to any duty or obligation not specifically undertaken by the Depositary or Custodian under this Deposit Agreement; (g) the Depositary shall not be under any duty to bring legal proceedings against the Company on behalf of a Holder, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Depositary Receipts; and if the Depositary agrees to so actClosing Date, it shall do so only be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if fully indemnified they had been made by the Holder; and (h) nothing Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Subscriber's Units and shall continue in this Deposit Agreement shall require full force and effect notwithstanding any subsequent disposition by the Depositary Subscriber of the Subscriber's Units. The Subscriber undertakes to act notify the Corporation immediately of any change in contravention of applicable law and regulationany representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

Further Acknowledgments. 23.1 The Holders shall be required and be bound to acknowledge and agree with the Depositary that: (a) The Buyer has conducted its own independent review and analysis of the Depositary Sellers, the Business, and the assets (including the Transferred Assets), the Liabilities (including the Assumed Liabilities), the results of operations and the financial condition of the Business, and acknowledges that the Buyer and its Representatives have been provided access to shall not be obligated the appropriate personnel, properties, premises and records of the Sellers for such purpose and that the Buyer and its Representatives have been provided with the opportunity to carry out any act or duty which it ask questions of the officers and management employees of the Sellers and to obtain such additional information about the Business and the assets (including the Transferred Assets), Liabilities (including the Assumed Liabilities), results of operations and financial condition of the Business as the Buyer and its Representatives have requested. The Buyer is not expressly required to carry out under an informed and sophisticated participant in the terms transactions contemplated hereby and has undertaken such investigation, and the Buyer and its Representatives have been provided with and has evaluated such documents and information together with appropriate expert advisors (both internal and external), as they have deemed necessary in connection with the execution, delivery and performance of this Deposit Agreement;the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (b) The Buyer acknowledges that the Depositary Transferred Assets are being acquired “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE and that it is consummating the transactions contemplated by this Agreement without any representation or warranty, express or implied, at Law or in equity, by the Company, the Sellers, or any of their respective Affiliates or Representatives, in each case, except as expressly set forth in Article III (as modified by the Company Disclosure Schedule). The Buyer acknowledges that, except for the representations and warranties that are expressly set forth in Article III, it is relying on its own investigation and analysis in entering into the Transaction Agreements and the Custodian rely on the Company transactions contemplated hereby and (to the extent the Company has appointed one) the Share Registrar to supply information relating to cash distributions, corporate actions, forthcoming meetings of the holders of those securities and other matters having a bearing on the rights of persons holding Depositary Receipts representing Company Securities and, accordingly, the content of the information made available to Holders thereby and the time at which such information Buyer specifically disclaims that it is available will reflect relying upon or has relied upon any representations or warranties that may have been made by any Person, except for the content of representations and timing of the supply of information to the Depositary, the Custodian or its nominee, for which no responsibility is accepted;warranties that are expressly set forth in Article III. (c) In furtherance of the Holder shall foregoing, and not cause or endeavor to cause the Depositaryin limitation thereof, the Custodian or its nominee to make or assert any right or claim whatsoever against the Company or its officers; (d) the Depositary and the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to Section 18.2 above, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account Buyer acknowledges that none of the Depositary Company, the Sellers or the Custodian or any of their respective agents; (e) neither the Depositary nor the Custodian Affiliates or Representatives is responsible for the acts making or omissions of any person who provides banking and related services in connection with the Deposited Securitieshas made, and the Holder further acknowledges Buyer is not relying on and agrees that has not relied on, any such person is responsible only representation or warranty, express or implied, at Law or in equity, with respect to the Sellers or the Business, including with respect to the accuracy or completeness of any information, documents or materials made available to the Buyer, whether orally or in writing, including in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement and the Transaction Agreements, except as expressly set forth in Article III (as modified by the Company Disclosure Schedule). With respect to any projection or both forecast delivered to the Buyer, the Buyer acknowledges that (A) there are uncertainties inherent in attempting to make such projections and forecasts; (B) the accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts; and (C) it is familiar with each of the Depositary and the Custodian and undertakes to take no action to recover damages, compensation or payment or remedy of any other nature from any such person; (f) the Depositary, Custodian or any affiliated companies or associates of each may act as agent for, provide banking, investment advisory, investment management and other services to, and generally engage in any kind of business with, others (including without limitation issuers of securities, money market instruments or other property purchased for and on behalf of the Depositary) to the same extent as if the Depositary and/or Custodian were not a party to these arrangements. Nothing in this Deposit Agreement shall be deemed to restrict the right of the Depositary, the Custodian or the affiliated companies or associates of each to perform such services for any other person or entity; the performance of such services for others and the receipt of any fee, commission, spread or other compensation in relation to such service, business or activity will not be deemed to violate the terms of this Deposit Agreement or give rise to any duty or obligation not specifically undertaken by the Depositary or Custodian under this Deposit Agreement; (g) the Depositary shall not be under any duty to bring legal proceedings against the Company on behalf of a Holder, and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any Deposited Securities or the Depositary Receipts; and if the Depositary agrees to so act, it shall do so only if fully indemnified by the Holder; and (h) nothing in this Deposit Agreement shall require the Depositary to act in contravention of applicable law and regulationforegoing.