Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. 13.1 The Bidder acknowledges and agrees with the 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 accuracy, adequacy or completeness of the Confidential Information, except as may otherwise be agreed in any definitive transaction agreement; and (b) has any obligation to update, alter or add to any Confidential Information previously provided to the 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 Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed 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 obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 The Bidder Subscriber acknowledges and agrees with the Target that: 13.1.1 (i) no securities commission or similar regulatory authority has reviewed or passed on the disclosure merits of the Confidential Information does not give the Bidder, or any Permitted Recipient, any property or licence Common Shares; (ii) there is no government or other right whatsoever in respect insurance covering the Common Shares; (iii) there are risks associated with the purchase of the whole or any part Common Shares; (iv) there are restrictions on the Subscriber’s ability to resell the Common Shares and it is the responsibility of the Confidential InformationSubscriber to find out what those restrictions are and to comply with them before selling the Common Shares; 13.1.2 nothing (v) all certificates representing Common Shares held by the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces and, if applicable, the United States; (vi) except for this agreement shall require Subscription Agreement and the Target to provide any Confidential Information Agency Agreement including the representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Bidder, nor does it restrict the Target from providing the Confidential Information Corporation and not upon any verbal or written representation as to any other person who may express an interest in acquiring any shares, fact or an interest in any shares, in the Target otherwise made by or in the business and any assets of any member on behalf of the Target Group; 13.1.3 nothing in this agreementCorporation or the Agent, including the disclosure of the Confidential Information such publicly available information having been delivered to the Bidder Subscriber without independent investigation or any Permitted Recipient, constitutes an offer or invitation verification by the Target and is not intended asAgent, and should not be construed in any way as, a recommendation, invitation or inducement (direct or indirect) to agrees that the Bidder or any of its Representatives to engage in investment activity, Agent and the Target is under Agent’s counsel assume 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 of any nature whatsoever for or make any representation or warranty, express or implied, in this agreement with respect to, the accuracy, adequacy or completeness of the Confidential Information, except publicly available information or as may otherwise to whether all information concerning the Corporation required to be agreed in any definitive transaction agreement; and (b) disclosed by the Corporation has any obligation to update, alter or add to any Confidential Information previously provided been generally disclosed and acknowledges that the Corporation’s counsel and the Agent’s counsel are acting as counsel to the Bidder Corporation and the Agent, respectively, and not as counsel to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (whether before, if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Common Shares under applicable Securities Laws. The Subscriber further agrees that acceptance of delivery of certificates for the Common Shares by 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 on behalf of the Target and Subscriber on the Bidder Closing Date, it shall be entitled, at its sole representing and absolute discretion, to terminate discussions warranting that the foregoing representations and negotiations in connection with the Proposed Transaction with the other party at any time without any liability for so terminating discussions warranties are true 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 correct as at the date of this agreement; 13.1.8 no member Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Target Group Common Shares and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Common Shares. The Subscriber undertakes to notify the Agent immediately of any change in any representation, warranty or their respective Representatives will be responsible other information relating 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 Subscriber set forth herein which takes place prior 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 appropriateClosing Time. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 23.1 The Bidder acknowledges Holders shall be required and agrees be bound to acknowledge and agree with the Target Depositary 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 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 liability 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 make omissions of any representation 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 warrantyboth of the Depositary and the Custodian and undertakes to take no action to recover damages, express compensation or impliedpayment 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 agreement with respect toDeposit Agreement shall be deemed to restrict the right of the Depositary, the accuracyCustodian 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, adequacy commission, spread or completeness 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 Confidential InformationDepositary 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, except as may otherwise be agreed and shall have no obligation to appear in, prosecute or defend any other action, suit or other proceeding in respect of any definitive transaction agreementDeposited 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 (bh) has any obligation to update, alter or add to any Confidential Information previously provided to the 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 Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed 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 Deposit Agreement shall prevent require the board Depositary to act in contravention 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 appropriateapplicable law and regulation. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 (a) The Bidder acknowledges Buyer has conducted its own independent review and agrees with the Target that: 13.1.1 the disclosure analysis of the Confidential Information does not give Sellers, 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 activityBusiness, and the Target is under no legal obligation to pursue or continue assets (including the Negotiations; 13.1.4 Transferred Assets), the Bidder is solely responsible for Liabilities (including the Evaluation Assumed Liabilities), the results of operations and neither the Target, another member financial condition of the Target GroupBusiness, nor any and acknowledges that the Buyer and its Representatives have been provided access to the appropriate personnel, properties, premises and records of their respective Representatives:the Sellers for such purpose and that the Buyer and its Representatives have been provided with the opportunity to 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 an informed and sophisticated participant in the 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 the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (ab) accept responsibility or liability for or make The Buyer acknowledges that the 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 this agreement 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 transactions contemplated hereby and thereby and the Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties that may have been made by any Person, except for the representations and warranties that are expressly set forth in Article III. (c) In furtherance of the foregoing, and not in limitation thereof, the Buyer acknowledges that none of the Company, the Sellers or any of their respective Affiliates or Representatives is making or has made, and the Buyer is not relying on and has not relied on, any representation or warranty, express or implied, at Law or in equity, with respect toto the Sellers or the Business, including with respect to the accuracy, adequacy accuracy or completeness of any information, documents or materials made available to the Confidential InformationBuyer, 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 may otherwise be agreed expressly set forth in any definitive transaction agreement; and Article III (b) has any obligation to update, alter or add as modified by the Company Disclosure Schedule). With respect to any Confidential Information previously provided projection or forecast delivered to the Bidder Buyer, the Buyer acknowledges that (whether before, on 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 this agreementsuch projections and forecasts; and (C) 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 it is familiar with each of the Target and the Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed 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 appropriateforegoing. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 The Bidder Subscriber acknowledges and agrees with the Target that: 13.1.1 (i) no securities commission or similar regulatory authority has reviewed or passed on the disclosure merits of the Confidential Information does not give the Bidder, or any Permitted Recipient, any property or licence Units; (ii) there is no government or other right whatsoever in respect insurance covering the Units; (iii) there are risks associated with the purchase of the whole or any part Units; (iv) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Confidential Information; 13.1.2 nothing in this agreement shall require Subscriber to find out what those restrictions are and to comply with them before selling 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 accuracy, adequacy or completeness of the Confidential Information, except as may otherwise be agreed in any definitive transaction agreementUnits; and (bv) the Corporation has any obligation advised the Subscriber that the Subscriber is relying on an exemption from the requirements to updateprovide the Subscriber with a prospectus and to sell Units through a person or company registered to sell securities under the Securities Act (Alberta) and other applicable Securities Laws and, alter or add as a consequence of acquiring Units pursuant to any Confidential Information previously provided to the Bidder (whether beforethis exemption, on or after the date of this agreement) notwithstanding that such Confidential Information may have subsequently become untruecertain protections, inaccurate, incomplete or misleading, excluding claims arising out of fraud or wilful misconduct; 13.1.5 each of the Target and the Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed 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 provided by the Confidential Information is supplied on a “subject to contract” basis Securities Act (Alberta) and other applicable Securities Laws, including statutory rights of rescission or damages, will not (unless agreed otherwise in writing by all parties be available to the Proposed TransactionSubscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) form the basis eligibility of any contract forothers 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 on behalf of the subscriber on the Closing Date, or relating to, it shall be representing and warranting that the Proposed Transaction; 13.1.7 the provisions of this agreement have been the subject of discussion foregoing representations and negotiation and, with particular reference to any exclusion or limitation of liability, warranties are fair true and reasonable having regard to the circumstances correct as at the date of this agreement; 13.1.8 no member Closing Time with the same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Target Group Subscriber's Units and shall continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Subscriber's Units. The Subscriber undertakes to notify the Corporation immediately of any change in any representation, warranty or their respective Representatives will be responsible other information relating 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 Subscriber set forth herein which takes place prior 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 appropriateClosing Time. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 (a) The Bidder acknowledges Buyer has conducted its own independent review and agrees with the Target that: 13.1.1 the disclosure analysis of the Confidential Information does not give Sellers, 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 activityBusiness, and the Target is under no legal obligation to pursue or continue assets (including the Negotiations; 13.1.4 Transferred Assets), the Bidder is solely responsible for Liabilities (including the Evaluation Assumed Liabilities), the results of operations and neither the Target, another member financial condition of the Target GroupBusiness, nor and acknowledges that the Buyer and its Representatives have been provided access to 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 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. (b) Each Party is an informed and sophisticated participant in the transactions contemplated hereby and has undertaken such investigation, and the 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 execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. (c) In furtherance of the foregoing, and not in limitation thereof, each Party acknowledges that none of the Buyer, the Company, the Sellers or any of their respective Representatives: (a) accept responsibility Affiliates or liability for Representatives is making or make has made, and no Party is relying on nor has relied on, any representation or warranty, express or implied, at Law or in this agreement equity, with respect toto the Buyer, Sellers or the accuracyBusiness, adequacy as applicable, including with respect to the accuracy or completeness of any information, documents or 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 Confidential Informationtransactions contemplated by this Agreement and the Transaction Agreements, except as may otherwise be agreed for the representations and warranties that are expressly set forth in any definitive transaction agreement; andArticle III, Article IV, the Transaction Agreements and the certificates delivered pursuant to this Agreement. (bd) has any obligation to update, alter or add to any Confidential Information previously provided Notwithstanding anything to the Bidder (whether beforecontrary in this Agreement, nothing in this Section 11.6 shall limit the liability of any Party for Fraud or Willful Breach, in each case, committed by or on or after the date of this agreement) notwithstanding that behalf 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 Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations Party in connection with the Proposed Transaction with transactions contemplated by this Agreement against 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 forParty committing such Fraud or Willful Breach, 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 appropriateapplicable. 13.2 The Bidder confirms that its interest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other person.

Further Acknowledgments. 13.1 The Bidder acknowledges and agrees with the 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 accuracy, adequacy or completeness of the Confidential Information, Information except as may otherwise be agreed provided in any a definitive transaction agreementagreement for the Proposed Transaction; and (b) has any obligation to update, alter or add to any Confidential Information previously provided to the 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, misleading excluding claims arising out of fraud or wilful misconduct; 13.1.5 each of the Target and the Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed 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 obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, and that it is not acting as the nominee, agent, broker or representative of any other person or in concert with any other personperson 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 the Bidder’s affiliates and its and their managed or advised private equity funds and affiliates thereof have received Confidential Information by or on behalf of the Bidder, it shall be deemed to be the Bidder’s Representative for purposes of this letter.