BACKGROUND AND ACKNOWLEDGMENTS Clause Samples

BACKGROUND AND ACKNOWLEDGMENTS. The Purchaser wishes to enter into that certain Limited Liability Company Interest Purchase Agreement of even date (the “Purchase Agreement”) between the Purchaser, on the one hand, and Seller and the other “Members” therein defined, on the other hand, relating to the transfer of all of the limited liability company interests of Minecode LLC, a Washington limited liability company (the “Company”) to the Purchaser, but the Purchaser is unwilling to do so unless simultaneously therewith Seller agrees to execute and deliver this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned thereto within the Purchase Agreement.

BACKGROUND AND ACKNOWLEDGMENTS. The Employer has entered into an Employment Agreement (the “Employment Agreement”) with the Employee contemporaneously with the execution and delivery of this Agreement, in consideration for and in reliance upon the Employee’s executing and delivering to Employer this Agreement.

BACKGROUND AND ACKNOWLEDGMENTS. (a) The parties acknowledge that the Target and the Offeror (and their Related Companies) have incurred, and will continue to incur, significant costs and expenses in pursuing the Offer. (b) In the circumstances referred to in clause 8.1(a), the parties have negotiated the inclusion of this clause 8, and would not have entered into this agreement without it. (c) The Target and the Offeror each acknowledge and agree that: (i) the Offer, if accepted, in the opinion of that party, is likely to provide significant benefits to that party (and its shareholders) such that it is reasonable and appropriate for the parties to agree to the Break Fee and the Target Costs (as applicable) in order to secure the other party's participation in the Offer; and (ii) it has received advice from its external legal advisers in relation to the operation of this clause 8. (d) The Target and the Offeror each acknowledge that the amount payable by the Target or the Offeror (as applicable) under this clause 8 represents a reasonable amount to compensate the other for the following: (i) advisory costs (including costs of Advisers); (ii) costs of management and directors' time; (iii) out of pocket expenses; (iv) in the case of the Offeror, the reasonable opportunity costs in pursuing the Offer or not pursuing other alternative transactions or strategic initiatives and, should the Offer not be successful, the loss of opportunity; and (v) in the case of the Target, the disruption caused to the Target Group's business as a result of the announcement of the arrangement with the Offeror and the diversion of resources from the Target Group's ordinary operations as a result of pursuing the Offer, and the parties agree to that to the extent to which the costs and expenses actually incurred by the relevant party and its Related Companies in relation to the Offer cannot be accurately ascertained, the Target Costs and the Break Fee are a genuine and reasonable pre-estimate of those costs.