Common use of Breach of Representations, Warranties Clause in Contracts

Breach of Representations, Warranties. or Covenants], but only if, in these termination events, (x) prior to such termination, a bona fide Newmont Acquisition Proposal for Newmont shall have been made or publicly announced by any Person other than Goldcorp (and, if the Newmont Meeting is held, is not withdrawn at least five Business Days prior to the date of the Newmont Meeting) and (y) within 12 months following the date of such termination, (A) Newmont or one or more of its Subsidiaries enters into a definitive agreement in respect of an Newmont Acquisition Proposal (whether or not such Newmont Acquisition Proposal is the same Newmont Acquisition Proposal referred to in paragraph (x) above) and such Newmont Acquisition Proposal is later consummated (whether or not within 12 months after such termination) or (B) a Newmont Acquisition Proposal shall have been consummated (whether or not such Newmont Acquisition Proposal is the same Newmont Acquisition Proposal referred to in paragraph (x) above), provided that for purposes of this Section 7.3(c)(iv), the term “Newmont Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”; or

Breach of Representations, Warranties. or Covenants], but only if, in these termination events, (x) prior to such termination, a bona fide Newmont Goldcorp Acquisition Proposal for Newmont Goldcorp shall have been made or publicly announced by any Person other than Goldcorp Newmont (and, if the Newmont Goldcorp Meeting is held, is not withdrawn at least five Business Days prior to the date of the Newmont Goldcorp Meeting) and (y) within 12 months following the date of such termination, (A) Newmont Goldcorp or one or more of its Subsidiaries enters into a definitive agreement in respect of an Newmont a Goldcorp Acquisition Proposal (whether or not such Newmont Goldcorp Acquisition Proposal is the same Newmont Goldcorp Acquisition Proposal referred to in paragraph (x) above) and such Newmont Goldcorp Acquisition Proposal is later consummated (whether or not within 12 months after such termination) or (B) a Newmont Goldcorp Acquisition Proposal shall have been consummated (whether or not such Newmont Goldcorp Acquisition Proposal is the same Newmont Goldcorp Acquisition Proposal referred to in paragraph (x) above), provided that for purposes of this Section 7.3(c)(iv7.3(b)(iii), the term “Newmont Goldcorp Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”; or