Common use of Financial Advisors or Brokers Clause in Contracts

Financial Advisors or Brokers. The Company has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Company, other than with respect to the Financial Advisor and with respect to Fairness Advisor in connection with its delivery of the Fairness Advisor Fairness Opinion. The Company has provided to the Purchaser correct and complete copies of the agreements under which the Financial Advisor and Fairness Advisor have agreed to provide services to the Company and the Special Committee, respectively. Section 3.1(mm) of the Exeter Disclosure Letter sets out the aggregate dollar amount determined to be payable to and as agreed upon with the Financial Advisor and the Fairness Advisor in the event the Contemplated Transactions are completed.

Financial Advisors or Brokers. The Company has not incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Company, other than with respect to the Financial Advisor and with respect to Fairness Advisor in connection with its delivery of the Fairness Advisor Fairness Opinion. The Company has provided to the Purchaser correct and complete copies of the agreements under which the Financial Advisor and Fairness Advisor have agreed to provide services to the Company and the Special Committee, respectively. Section 3.1(mm) of the Exeter Disclosure Letter sets out the aggregate dollar amount determined to be payable to and as agreed upon with the Financial Advisor and the Fairness Advisor in the event the Contemplated Transactions are Arrangement is completed.