Common use of WITHDRAWALS AND TERMINATION Clause in Contracts

WITHDRAWALS AND TERMINATION. 8.1 Prior to any 2.7 Announcement, a Party may withdraw from the Joint Bid upon giving written notice to the other Party. Each Party will also notify the other Party promptly if its investment committee or equivalent approving body ceases to be supportive of the Joint Bid, and the other Party may deem such notice to constitute a notice of withdrawal from the Joint Bid under this Clause 8.1. 8.2 If a Party withdraws from the Joint Bid in accordance with Clauses 3.3 or 8.1 above (the “Departing Party”): (a) the Departing Party shall cease to have any rights under this Agreement (save for any right under Clause 10 in respect of Confidential Information to the extent relating to such withdrawing Party) but shall remain subject to the applicable obligations set out in Clauses 1 (Interpretation), 5 (Standstill), 6.2(b) (Exclusivity), 6.3 (Non-solicit), 9 (Costs), 10 (Confidentiality), 11 (Assignment and other dealings), 12 (Amendments and waivers), 13 (Invalidity) and 16 (Governing law and jurisdiction); and (b) the remaining Party (the “Remaining Party”) shall be entitled to progress and complete the bid for the Target without the involvement of the Departing Party. 8.3 Save for the obligations set out in Clauses 1 (Interpretation), 4.4 (Bid Financing), 5 (Standstill), 6.2(b) (Exclusivity), 6.3 (Non-solicit), 7 (Warranties undertakings and acknowledgements), 8 (Withdrawals and termination), 9 (Costs), 10 (Confidentiality), 11 (Assignment and other dealings), 12 (Amendments and Waivers), 13 (Invalidity) and 16 (Governing law and jurisdiction), and to the accrued rights of any Party, which shall each survive termination of this Agreement, the provisions of this Agreement shall terminate upon the earliest of the following to occur of: (a) subject to the Investment Agreement being agreed and signed by all parties thereto, the Effective Date; (b) a 2.8 Announcement is made; (c) following a 2.7 Announcement, the Joint Bid lapses or is withdrawn; (d) any competing offer in relation to Target having become effective or unconditional in all respects; (e) 30 November 2021, if a 2.7 Announcement has not been made by such date; and (f) the Parties agreeing in writing to terminate this Agreement.

WITHDRAWALS AND TERMINATION. 8.1 Prior to 11.1 Any material breach of the terms of this Agreement, including, but not limited to, any 2.7 Announcement, breach of their funding obligations under Clause 5 shall constitute an Event of Default in respect of the Party that has breached this Agreement.‌ 11.2 If:‌ (a) a Party may withdraw from is unable to proceed with the Joint Bid upon giving written notice due to any insolvency, dissolution or administration proceeding relating to such Party (or other process having substantially the other same effect)); or (b) an Event of Default occurs in respect of such Party. Each Party will also notify , (a “Defaulting Party”) then Clause 11.3 shall apply.‌ 11.3 If this Clause 11.3 applies, then, if the other Party promptly if its investment committee or equivalent approving body ceases to be supportive Steering Committee, excluding the representative of the Joint BidDefaulting Party, so decides, and notifies the other Defaulting Party may deem such notice to constitute a notice of withdrawal from the Joint Bid under this Clause 8.1. 8.2 If a Party withdraws from the Joint Bid in accordance with Clauses 3.3 or 8.1 above (the “Departing Party”):writing:‌ (a) the Departing Defaulting Party shall cease to have any rights under this Agreement (save for any right under Clause 10 in respect of Confidential Information to the extent relating to such withdrawing Party) but and shall remain subject only to the applicable obligations set out in Clauses 1 4, 6, 7, 8, 9, 10.6 (Interpretationin the case of ACM), 5 (Standstill)12, 6.2(b) (Exclusivity)13, 6.3 (Non-solicit)14, 9 (Costs)15, 10 (Confidentiality)16, 11 (Assignment 20, 23 and other dealings), 12 (Amendments and waivers), 13 (Invalidity) and 16 (Governing law and jurisdiction); and25; (b) the remaining Party (the “Remaining Party”) other Parties shall be entitled to progress and complete the bid for the Target Joint Bid without the involvement of the Departing Defaulting Party. Should such circumstances occur, the remaining Parties shall discuss between themselves whether to add a third party to replace the Defaulting Party and the identity of any third party must be agreed between the remaining Parties. 8.3 Save for the obligations set out in Clauses 1 (Interpretation), 4.4 (Bid Financing), 5 (Standstill), 6.2(b) (Exclusivity), 6.3 (Non-solicit), 7 (Warranties undertakings and acknowledgements), 8 (Withdrawals and termination), 9 (Costs), 10 (Confidentiality), 11 (Assignment and other dealings), 12 (Amendments and Waivers), 13 (Invalidity) and 16 (Governing law and jurisdiction), and to the accrued rights of any Party, which shall each survive termination of this Agreement, the 11.4 The provisions of this Agreement shall terminate upon the earliest of the following to occur of:earlier of:‌ (a) subject a decision by the Steering Committee not to proceed with the Investment Agreement Joint Bid, provided that such decision is made prior to an announcement under Rule 2.7, or on the Joint Bid lapsing or being agreed and signed by all parties thereto, the Effective Datewithdrawn; (b) a 2.8 Announcement is madethe Joint Bid becoming unconditional in all respects and the later of: (i) the Joint Bid consideration having been settled in full (and upon any squeeze out of minority shareholders, as applicable); (cii) one month following a 2.7 Announcementthe expiration of the Fairfax Co-Invest Period and the Minority Co-Invest Period, whichever is the Joint Bid lapses or is withdrawn;later; and (dc) any competing offer in relation to the Target having become effective or unconditional in all respects;. (e) 30 November 202111.5 If this Agreement terminates under Clause 11.4, if a 2.7 Announcement has not been made by such date; and (f) no Party shall have any claim of any nature against the other Parties agreeing under this Agreement except in writing respect of any rights and liabilities which have accrued before termination or under any of Clauses 1, 8, and 13 to terminate this Agreement25.