Break Fee Event. In the event that (each of the events below being a “Triggering Event”): (a) this Agreement is terminated by Goldcorp pursuant to subsection 7.03(c) or (f) hereof; (b) this Agreement is terminated by Goldcorp pursuant to subsection 7.03(b) hereof due to Glamis having breached its obligations under subsections 6.01 or 6.02; (c) this Agreement is terminated by Goldcorp pursuant to subsection 7.03(b) hereof through the fault (whether by commission or omission unless such commission or omission is ordered by the Court) of Glamis failing to submit the Arrangement for approval to the Glamis Shareholders, in accordance with the terms of this Agreement, on or prior to the date that is five Business Days prior to the Completion Deadline or failing to solicit proxies in accordance with subsection 4.01(b)(iii) hereof; (d) an Acquisition Proposal shall have been made to Glamis and made known to Glamis Shareholders generally or shall have been made directly to Glamis Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal in respect of Glamis (a “Pending Glamis Acquisition Proposal”) and such Pending Glamis Acquisition Proposal or announced intention shall not have been publicly withdrawn prior to the Glamis Meeting and, thereafter, the Glamis Shareholders do not approve the Arrangement at the Glamis Meeting, this Agreement is terminated by either Goldcorp or Glamis pursuant to subsection 7.03(d) or (e) hereof and Glamis completes an Acquisition Proposal within 12 months following the termination of this Agreement; (e) the Board of Directors of Glamis shall have made a Change of Glamis Recommendation in respect of a Pending Glamis Acquisition Proposal and, thereafter, the Glamis Shareholders do not approve the Arrangement at the Glamis Meeting and this Agreement is terminated by either Glamis or Goldcorp pursuant to subsection 7.03(d) hereof; or (f) this Agreement is terminated by Glamis pursuant to subsection 7.03(g), then Glamis shall pay to Goldcorp in the circumstances set forth in subsections 6.03(a), (b), (c) or (e) above, at the time of the termination of this Agreement or within 30 days of such termination, and, in the circumstances set forth in subsection 6.03(d) above, within five days following the completion of such Acquisition Proposal, an amount in cash equal to US$215,000,000 (the “Glamis Termination Payment”), in immediately available funds. Glamis shall not be obligated to make more than one payme...

Break Fee Event. In the event that: (a) this Agreement is terminated by GW pursuant to Section 9.02(b)(ii) hereof; (b) this Agreement is terminated by FN pursuant to Section 9.02(c)(ii) hereof, except where such termination is due to the GW Board having withdrawn or modified in a manner adverse to FN its approval or recommendation of the Arrangement as a result of a Material Adverse Change in respect of FN; or (c) a bona fide Acquisition Proposal shall have been made to GW and publicly announced to GW Shareholders generally or shall have been made directly to GW Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal in respect of GW and, in each case, such Acquisition Proposal or announced intention shall not have been publicly withdrawn prior to the GW Meeting, and thereafter, GW Shareholder Approval is not obtained and this Agreement is subsequently terminated by FN or GW pursuant to Section 9.02(d)(i) hereof and such Acquisition Proposal is completed within six months of the GW Meeting; provided, however, for purposes of this Section 8.03 (c), all references to “20% or more” in the definition of “Acquisition Proposal” shall be interpreted as meaning “50% or more”; then GW shall pay to FN within five Business Days following such event $25 million in immediately available funds to an account designated by FN. GW shall not be obligated to make more than one payment pursuant to this Section 8.03. GW hereby acknowledges that the payment amount set out in this section is a payment of liquidated damages which are a genuine pre-estimate of the damages, costs and losses which FN will suffer or incur as a result of the event giving rise to such damages, costs and losses and the resultant non-completion of the Arrangement and are not penalties. GW hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. FN hereby acknowledges and agrees that the payment of the amount set out in this section is the sole and exclusive remedy of FN in respect of the events giving rise to the payment thereof, absent fraud. Notwithstanding the foregoing, GW shall not be obligated to pay any amount contemplated in this Section 8.03 if, at the time of such termination of this Agreement, FN is in material default of any of its obligations hereunder.

Break Fee Event. If: (a) this Agreement is terminated by Nu-Gro or United pursuant to Subsection 8.1(e); or (b) this Agreement is terminated by United pursuant to Subsection 8.1(c)(i), (iii) or (iv); or (c) (i) an Acquisition Proposal shall have been made known to the Securityholders generally or have been made directly to the Securityholders generally or any person shall have publicly announced an intention to make an Alternative Acquisition Proposal and such Alternative Acquisition Proposal or announced intention shall not have been withdrawn prior to the Meeting, (ii) the Arrangement is not approved by the Securityholders at the Meeting, and (iii) Nu-Gro enters into an agreement with any person other than United providing for, or otherwise completes, an Alternative Acquisition Proposal within 9 months of the termination of this Agreement, then Nu-Gro shall, within one (1) Business Day after such termination or entering into such agreement, as applicable, pay to United or Subco, as directed by United, the sum of $8,000,000, plus all of United’s out-of-pocket costs and expenses up to a maximum of $1,000,000 (provided evidence of such expenses is provided to Nu-Gro) in immediately available funds to an account designated by United.

Break Fee Event. If (a) this Agreement is terminated by Primetech pursuant to Section 7.3(e); (b) this Agreement is terminated by Celestica pursuant to Section 7.3(c); (c) this Agreement is terminated by Celestica pursuant to Section 7.3(b): (i) through the fault (whether by commission or omission) of Primetech failing to submit the Arrangement for approval to the Shareholders and Optionholders as obligated hereunder, or (ii) as a result of a breach by Primetech of any of the covenants in Section 5.5 or 5.6; or (d) an Acquisition Proposal shall have been made to Primetech and made known to the Shareholders generally or have been made directly to the Shareholders generally or any person shall have publicly announced an intention to make an Acquisition Proposal and such Acquisition Proposal or announced intention shall not have been withdrawn prior to the Meeting, there is a failure to obtain the approval of the Arrangement by the Shareholders and Optionholders at the Meeting, and this Agreement is terminated by either Celestica or Primetech pursuant to Section 7.3(d) and within twelve months after such termination Primetech shall have entered into an agreement (a "SUBSEQUENT AGREEMENT") with respect to a transaction that would constitute an Acquisition Proposal if it were the subject of a proposal and such transaction is thereafter completed or within such twelve-month period a transaction that would constitute an Acquisition Proposal is completed with or by any third party and whether or not a Subsequent Agreement is entered into by Primetech with respect to such transaction, then Primetech shall pay to Celestica, one Business Day following the termination of this Agreement and, in the case of (d) above, one Business Day following the completion of such transaction, Cdn.$11.5 million in immediately available funds to an account designated by Celestica.

Break Fee Event. (a) In the event that: (i) this Agreement is terminated pursuant to subsection 7.3(a)(ii) as a result of the Apollo Shareholders failing to approve the Arrangement at the Apollo Meeting as contemplated in Section 5.1(c); (ii) this Agreement is terminated by Linear pursuant to subsection 7.3(a)(v) and such Acquisition Proposal or Superior Proposal (as applicable) is consummated; or (iii) this Agreement is terminated by Apollo pursuant to subsection 7.3(a)(vi), then Apollo shall pay to Linear an amount equal to $4,000,000 (the “Apollo Break Fee”) in immediately available funds (A) in the circumstances set forth in subsection 6.2(a)(i), within five (5) Business Days following the date of the Apollo Meeting; (B) in the circumstances set forth in subsection 6.2(a)(ii), within five (5) Business Days following the completion of such Acquisition Proposal or Superior Proposal (as applicable); and (C) in the circumstances set forth in subsection 6.2(a)(iii), concurrently with the delivery of Apollo’s notice of termination of this Agreement contemplated by subsection 7.3(b). (b) In the event that: (i) this Agreement is terminated pursuant to subsection 7.3(a)(ii) as a result of the Linear Shareholders failing to approve the Continuance or the Arrangement at the Linear Meeting as contemplated in Section 5.1(b); (ii) this Agreement is terminated by Apollo pursuant to subsection 7.3(a)(iii) and such Acquisition Proposal or Superior Proposal (as applicable) is consummated; or (iii) this Agreement is terminated by Linear pursuant to subsection 7.3(a)(iv), then Linear shall pay to Apollo an amount equal to $4,000,000 (the “Linear Break Fee”) in immediately available funds (A) in the circumstances set forth in subsection 6.2(b)(i), within five (5) Business Days following the date of the Apollo Meeting; (B) in the circumstances set forth in subsection 6.2(b)(ii), within five (5) Business Days following the completion of such Acquisition Proposal or Superior Proposal (as applicable); and (C) in the circumstances set forth in subsection 6.2(b)(iii), concurrently with the delivery of Linear’s notice of termination of this Agreement contemplated by subsection 7.3(b). (c) Each of Linear and Apollo hereby acknowledges that the amount of the Linear Break Fee and Apollo Break Fee set out in this Section 6.2 shall be a payment of liquidated damages which are a genuine pre-estimate of the damages which Linear or Apollo, as applicable, will suffer or incur as a result of the event givi...

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Trigger Event The term “Trigger Event means any of the following: (a) in the event that Penn, CU and/or UFLA, as applicable, receive equity in Company under this Agreement, a material default by Company under any Equity Document, to the extent applicable, that is not cured within any cure period specified in the Equity Document(s), or within thirty (30) days of written notice, if no cure period is specified; (b) Company (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due, (ii) is adjudicated insolvent or bankrupt, (iii) admits in writing its inability to pay its debts, (iv) suffers the appointment of a custodian, receiver or trustee for it or its property and, if appointed without its consent, such appointment is not discharged within thirty (30) days, (v) makes an assignment for the benefit of creditors, or (vi) suffers proceedings being instituted against it under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors and, if contested by it, not dismissed or stayed within ten (10) days; (c) the institution or commencement by Company or its Affiliates of any proceeding under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or release of debtors; (d) the entering of any order for relief relating to any of the proceedings described in Section 6.4(b) or (c) above; (e) the calling by Company or its Affiliates of a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (f) the act or failure to act by Company or its Affiliates indicating its consent to, approval of or acquiescence in any of the proceedings described in Section 6.4(b) – (e) above; (g) dissolution of Company or termination of Company’s LLC Agreement (unless the entity survives as a S or C corporation); or (h) the commencement by Company of any action against Penn, CU or UFLA, including an action for declaratory judgment, to declare or render invalid or unenforceable the Patent Rights, or any claim thereof.
Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:
Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.
Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).
Series Termination (a) If, on the August 2025 Distribution Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount at the close of business on the last day of the Monthly Period preceding the Series 2018-3 Termination Date (after giving effect to all distributions required to be made on the Series 2018-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to subsection 7.02(b)) occur on the Series 2018-3 Termination Date. No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate in such bidding process or to purchase the Receivables; provided, however, that, to the extent the Collateral Interest Holder is not a Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a Transferor for purposes of United States generally accepted accounting principles, the Collateral Interest Holder may participate in such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 2018-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 2018-3 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2025 Distribution Date to the Series 2018-3 Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.
Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.
Default Termination a. In the event that the Property has been sold contrary to or any person bids in contravention of the provisions in Clause 4 above, then such sale shall be cancelled and become null and void and of no further effect wherein all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately. b. If the Purchaser defaults in complying with any of these Conditions of Sale or in payment of any sums payable, then the Assignee may (without prejudice to its rights for specific performance) treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event all monies paid by the Purchaser hitherto including the Deposit shall be forfeited absolutely and immediately. c. In the event of the sale being set aside for any reason whatsoever by the Assignee or by an Order of Court (other than that due to any act of default and/or omission by the Purchaser), then such sale shall be cancelled and become null and void and of no further effect wherein only monies paid by the Purchaser towards the account of the purchase price shall be refunded to the Purchaser free of interest less costs and fees incurred by the Assignee in connection with or relating to the sale. The Purchaser shall not be entitled to an account thereof or any claim or demand whatsoever against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents on the above. A certificate by an officer of the Assignee verifying such expenses and/or fees shall be final and conclusive and shall be binding on the Purchaser. Upon payment by the Assignee herein, the Purchaser shall have no other or further claims, or demands whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors and the Auctioneer or their respective servants or agents. d. If in the meanwhile the Purchaser has entered into possession of the Property, then the Purchaser is liable at own costs to reinstate the Property and thereafter peaceably to yield up vacant possession of the Property to the Assignee within fourteen (14) days from the date of notification of such termination failing which the Purchaser shall pay the Assignee interest/compensation charges at the rate of 10% per annum on the total purchase price calculated on daily basis from the date of such notification to the date of actual delivery of vacant possession and the Assignee reserves its right to take all further necessary steps or actions to recover or resume possession of the Property at the Purchaser’s costs and expenses. In the event the sale is terminated for any reason whatsoever, the Assignee shall not be liable to the Purchaser for the cost of any improvements to the Property carried out by the Purchaser. The costs to reinstate the Property (if any damage is caused by the Purchaser in possession thereof) or expenses to recover possession of the Property from the Purchaser shall be deducted and set-off against the monies paid herein towards account of the purchase price and thereafter in the event there is any residue, the said residue shall be refunded to the Purchaser free of interest or if the monies paid are not sufficient to cover all such costs and expenses, the Purchaser shall then reimburse and pay the balance amount outstanding to the Assignee failing which the Assignee shall be entitled to take all further necessary steps or actions to recover the same. For this purpose a certificate duly signed by an officer of the Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser. e. Subject as aforesaid, the Purchaser shall not be entitled to nor have any or further reimbursements, claims, demands or legal recourses of action or remedies whatsoever in nature and howsoever caused against the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents or any other party on account thereof. f. The Purchaser or the Purchaser’s Solicitors shall return or cause to be returned the Assignment or the Memorandum of Transfer and other documents to the Assignee with the Assignee’s interest intact PROVIDED ALWAYS THAT if the Assignment or the Memorandum of Transfer has been adjudicated and stamped, the Purchaser or the Purchaser’s Solicitors shall surrender the same to the relevant authorities to obtain a refund of the stamp duty paid and for cancellation of the same. g. The Assignee shall be at liberty to put up the Property for sale again at a time, place and reserve price to be fixed by the Assignee at its sole discretion or to dispose of and/or otherwise deal with the Property in whatsoever manner the Assignee shall think fit without further reference to the Purchaser. The costs and expenses of in connection with and resulting from such resale together with any deficiency in the price resulting from the resale or the purchase price if there is no resale (as the case may be) shall be recoverable from the defaulting Purchaser. For this purpose a certificate duly signed by an officer of the Assignee verifying the amount of such costs and expenses shall be accepted by the Purchaser as correct and conclusive. It shall be deemed final and binding upon the Purchaser.
Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:
Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

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