Common use of Court Proceedings Clause in Contracts

Court Proceedings. KML will provide Pembina and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist Silvermex in seeking the Interim Order and the Final Order, including by providing Silvermex on a timely basis any information reasonably required to be supplied by First Majestic in connection therewith. Silvermex will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Silvermex will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Silvermex shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Silvermex in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Silvermex indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Silvermex will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Silvermex will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Silvermex is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Silvermex will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Silvermex is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and the Purchaser and the Parent will cooperate with the Company in diligently pursuing, the Interim Order and the Final Order and the Company will provide Pembina the Purchaser, the Parent and its their legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina the Purchaser and the Parent for inclusion in such material, prior ) and the Company will give reasonable consideration to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser, the Parent and its their legal counsel with respect on such material. The Company will use reasonable best efforts to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed by it with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML the Company will not object to legal counsel to Pembina the Purchaser and the Parent making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably; provided that the Parent and the Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of any such submissions are consistent with this Agreement and the Plan Purchaser and the Parent will give reasonable consideration to the comments of Arrangementthe Company and its legal counsel on such submissions. KML The Company will also provide legal counsel to Pembina the Purchaser and the Parent on a reasonably timely basis with copies of any notice and notice, evidence or other documents served on KML the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw and other than in connection with an Acquisition Proposal or an Intervening Event, KML the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s and the Parent’s prior written consent, such consent not to be unreasonably withheld or delayedacting reasonably; provided that nothing herein shall require Pembina any Party to agree or consent to any increased change in the purchase price or other consideration contemplated hereby or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations in any material respect its obligations, or diminishes or limits in any material respect its rights, set forth in any such filed or served materials or under this Agreement. KML shall oppose If at any proposal from any Person that would result in time after the Interim Order or issuance of the Final Order containing any provision that and prior to the Effective Date, the Company is inconsistent with this Agreement. Subject to required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it will, whenever reasonably practicable, do so after written notice to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser and the Parent.

Court Proceedings. KML Rio Alto will provide Pembina and its legal counsel Tahoe with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML Rio Alto will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Rio Alto will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaTahoe’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina Tahoe to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases PembinaTahoe’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Rio Alto will not object to legal counsel to Tahoe making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that Rio Alto or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Rio Alto will also provide Tahoe on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on Rio Alto or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Rio Alto or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML The Company will provide Pembina the Purchaser and its legal counsel with reasonable an opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.8 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not unreasonably object to legal counsel to the terms Purchaser making such submissions on the hearing of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that the Company or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Four Seasons will provide Pembina Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser and included in such material and any other matters contained thereinmaterial. KML Four Seasons will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Four Seasons will not object to legal counsel to Pembina the Purchaser making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Four Seasons is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement Agreement, the agreements that it contemplates and the Plan of Arrangement. KML Four Seasons will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice of appearance and evidence served on KML Four Seasons or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML Four Seasons will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, US Gold will cooperate with and assist Minera Andes in seeking the Interim Order and the Final Order, including by providing to Minera Andes, on a timely basis, any information reasonably required to be supplied by US Gold in connection therewith. Minera Andes will provide Pembina US Gold and its legal the US Gold Special Committee and their respective counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Minera Andes will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms approval of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.11 or with Pembina’s US Gold's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina US Gold to agree or consent to any increased purchase price increase in or other variation in the form of consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s US Gold's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement and provided further that nothing herein shall limit Minera Andes' ability to take any and all steps to enforce its rights hereunder. KML Minera Andes shall also provide to US Gold and the US Gold Special Committee and their respective counsel on a timely basis, copies of any notice of appearance or other Court documents served on Minera Andes in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Minera Andes indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Minera Andes will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Minera Andes will not object to legal counsel to US Gold or the US Gold Special Committee making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Minera Andes is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Minera Andes will also oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Minera Andes is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithUS Gold and the US Gold Special Committee.

Court Proceedings. KML Subject to the terms of this Agreement, Eldorado will cooperate with and assist European Goldfields in seeking the Interim Order and the Final Order, including by providing European Goldfields on a timely basis any information reasonably required to be supplied by Eldorado in connection therewith. European Goldfields will provide Pembina and its legal counsel to Eldorado with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML European Goldfields will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaEldorado’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Eldorado to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaEldorado’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML European Goldfields shall also provide to Eldorado’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on European Goldfields in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by European Goldfields indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. European Goldfields will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, European Goldfields will not object to legal counsel to Eldorado making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that European Goldfields is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. European Goldfields will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, European Goldfields is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithEldorado.

Court Proceedings. KML will Subject to the terms of this Agreement, Newmont shall cooperate with and assist Goldcorp in seeking the Interim Order and the Final Order, including by providing to Goldcorp, on a timely basis, any information reasonably required to be supplied by Newmont in connection therewith. Goldcorp shall provide Pembina and its Newmont’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Goldcorp shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Newmont’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Newmont to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Newmont’s obligations, or diminishes or limits Newmont’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Goldcorp shall also provide to Newmont’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Goldcorp in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Goldcorp indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Goldcorp shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Goldcorp shall not object to Newmont’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Goldcorp is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Goldcorp shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Goldcorp is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithNewmont.

Court Proceedings. KML Subject to the terms of this Agreement, the Parties will cooperate in seeking the Interim Order and the Final Order, including the Purchaser providing the Company on a timely basis any information required to be supplied by the Purchaser in connection therewith. The Company will provide Pembina the Purchaser and its legal counsel Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s the Purchaser's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases Pembina’s the Purchaser's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not object to legal counsel to the terms Purchaser making such submissions on the hearing of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the motion for the Interim Order and the application for the Final OrderOrder as such legal counsel considers appropriate, including by providing provided that the Company or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist SilverCrest in seeking the Interim Order and the Final Order, including by providing SilverCrest on a timely basis any information reasonably required to be supplied by First Majestic in connection therewith. SilverCrest will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML SilverCrest will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML SilverCrest shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on SilverCrest in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by SilverCrest indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. SilverCrest will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, SilverCrest will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that SilverCrest is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. SilverCrest will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, SilverCrest is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML Subject to the terms of this Agreement, the Company will diligently pursue all Court proceedings relating to obtaining the Interim Order and Final Order, and the Parent will cooperate with, assist and consent to the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably requested or required to be supplied by the Parent in connection therewith. The Company will provide Pembina the Parent and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Parent for inclusion in such material, prior to the service and filing of that such material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.8 or with Pembinathe Parent’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Parent to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Parent’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML The Company shall also provide to the Parent’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to the Parent’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions at least 24 hours prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewiththe Parent.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, CRH shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and CRH will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, will provide the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and will accept give reasonable consideration to all such comments. Subject to the reasonable comments terms of Pembina this Agreement, the Purchaser will cooperate with and its legal counsel with respect to assist CRH in seeking the Interim Order and the Final Order, including by providing CRH on a timely basis any such information reasonably required to be supplied by Pembina and included the Purchaser in such material and any other matters contained thereinconnection therewith. KML CRH will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML CRH will not object to legal counsel to Pembina the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that CRH is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML CRH will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; delayed provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement. KML CRH shall also provide to the Purchaser on a timely basis copies of any notice of appearance or other Court documents served on CRH in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by CRH indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. CRH will use commercially reasonable efforts to oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML will Subject to the terms of this Agreement, VAALCO and AcquireCo shall cooperate with and assist TransGlobe in seeking the Interim Order and the Final Order, including by providing to TransGlobe, on a timely basis, any information reasonably required to be supplied by VAALCO or AcquireCo in connection therewith. TransGlobe shall provide Pembina VAALCO and its AcquireCo and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, TransGlobe shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.11 or with VAALCO’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require VAALCO or AcquireCo to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of VAALCO or AcquireCo, or diminishes or limits the rights of VAALCO or AcquireCo, set forth in any such filed or served materials or under this Agreement or the Arrangement. TransGlobe shall also provide to VAALCO, AcquireCo and their legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on TransGlobe in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by TransGlobe indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will TransGlobe shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will TransGlobe shall not object to VAALCO, AcquireCo and their legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that TransGlobe is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will TransGlobe shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, TransGlobe is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithVAALCO and AcquireCo.

Court Proceedings. KML will Subject to the terms of this Agreement, Purchaser and Parent shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by Purchaser or Parent in connection therewith. The Company shall provide Pembina both Purchaser and its Parent and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina Purchaser or Parent for inclusion in such material), prior and will give reasonable consideration to the service and filing of that material, all such comments and will accept the reasonable comments of Pembina Purchaser and its Parent and their legal counsel with respect to any such information required materials. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with both Purchaser’s and Parent’s prior written consent, such consent not to be supplied unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Purchaser or Parent to agree or consent to any increase in or variation in the form of consideration payable to the Company Shareholders or the holders of the Company Options or Company RSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations, or diminishes or limits Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to Purchaser and Parent and their legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order (or any appeals therefrom), as well as any notice, whether written or oral, received by Pembina and included in such material and the Company indicating any other matters contained thereinintention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. KML will The Company shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will the Company shall not object to Purchaser or Purchaser’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Company is advised as promptly as practicable of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will The Company shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPurchaser.

Court Proceedings. KML Cardiome will provide Pembina Cipher and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Cardiome will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with PembinaCipher’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Cipher to agree or consent to any increased purchase price or other consideration increase in the Share Purchase Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaCipher’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement, or diminishes or limits Cipher’s and/or Cardiome’s rights in respect of the Retained Assets following the Effective Time. KML Cardiome shall oppose also provide to Cipher and to Cipher’s legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Cardiome in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Cardiome indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Cardiome will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Cardiome will not object to legal counsel to Cipher making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Cardiome is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cardiome will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Cardiome is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so after notice to, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with, Cipher.

Court Proceedings. KML will Subject to the terms of this Agreement, PODA shall, in cooperation with Gamora, diligently pursue the Interim Order and the Final Order and Gamora shall cooperate with and assist PODA in seeking the Interim Order and the Final Order, including by providing PODA on a timely basis any information required to be supplied by Gamora in connection therewith. PODA shall provide Pembina and its Xxxxxx’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required and shall give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will PODA shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will PODA shall also provide Xxxxxx’s legal counsel to Pembina on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML PODA or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML will PODA shall not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaXxxxxx’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina Gamora to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaGamora’s obligations or diminishes Gamora’s rights set forth in this Agreement or in such materials. In addition, PODA shall not object to legal counsel to Xxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that PODA is advised of the nature of any submissions prior to the hearing and such filed or served materials or under submissions are consistent with this AgreementAgreement and the Plan of Arrangement. KML PODA shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewithGamora.

Court Proceedings. KML Subject to the terms of this Agreement, Auryn will cooperate with and assist Eastmain in seeking the Eastmain Interim Order and the Eastmain Final Order, including by providing Eastmain on a timely basis any information reasonably required to be supplied by Auryn in connection therewith. Eastmain will provide Pembina and its legal counsel to Auryn with reasonable opportunity to review and comment upon drafts of all material to be filed with the Ontario Court in connection with the Eastmain Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Eastmain will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Ontario Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Eastmain Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaAuryn’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Pembina Auryn to agree or consent to any increased purchase price or other consideration increase in the Eastmain Securityholder Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaAuryn’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Eastmain Arrangement. KML Eastmain shall also provide to Auryn’s legal counsel on a timely basis copies of any notice of appearance or other Ontario Court documents served on Eastmain in respect of the application for the Eastmain Interim Order or the Eastmain Final Order or any appeal therefrom and of any notice, whether written or oral, received by Eastmain indicating any intention to oppose the granting of the Eastmain Interim Order or the Eastmain Final Order or to appeal the Eastmain Interim Order or the Eastmain Final Order. Eastmain will ensure that all materials filed with the Ontario Court in connection with the Eastmain Arrangement are consistent in all material respects with the terms of this Agreement and the Eastmain Arrangement. In addition, Eastmain will not object to legal counsel to Auryn making such submissions on the hearing of the motion for the Eastmain Interim Order and the application for the Eastmain Final Order as such counsel considers appropriate, provided that Eastmain is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Eastmain Arrangement. Eastmain will also oppose any proposal from any Person party that would result in the Interim Order or Eastmain Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Eastmain Final Order and prior to the Effective Date, Eastmain is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Eastmain Final Order or by Law to return to Ontario Court with and assist KML in seeking respect to the Interim Order and the Eastmain Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithAuryn.

Court Proceedings. KML will Subject to the terms of this Agreement, MZKR shall cooperate with and assist Instadose in seeking the Interim Order and the Final Order, including by providing to Instadose, on a timely basis, any information reasonably required to be supplied by MZKR in connection therewith. Instadose shall provide Pembina and its MZKR’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and will give reasonable consideration to all such comments. Subject to applicable Law, Instadose shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with MZKR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require MZKR to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases MZKR’s obligations, or diminishes or limits MZKR’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement, including by providing . Instadose shall also provide to MZKR’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Instadose in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Instadose indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Instadose shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Instadose shall not object to MZKR’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Instadose is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Instadose shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Instadose is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMZKR.

Court Proceedings. KML Subject to the terms of this Agreement, the Company will diligently pursue the Interim Order and the Final Order and the Acquiror and Acquiror Parent will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information required to be supplied by the Acquiror or Acquiror Parent in connection therewith. The Company will provide Pembina and its the Acquiror's legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML The Company will also provide the Acquiror's legal counsel to Pembina on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s the Acquiror's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina the Acquiror to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s the Acquiror's obligations or diminish the Acquiror's rights set forth in any this Agreement or in such filed or served materials or under this Agreementmaterials. KML shall The Company will oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Acquiror.

Court Proceedings. KML Subject to the terms of this Agreement, Kinross will cooperate with and assist Red Back in seeking the Interim Order and the Final Order, including by providing Red Back on a timely basis any information reasonably required to be supplied by Kinross in connection therewith. Red Back will provide Pembina and its legal counsel to Kinross with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Red Back will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s Kinross’ prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina Kinross to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Kinross’ obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Red Back shall also provide to Kinross’ outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Red Back in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Red Back indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Red Back will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, Red Back will not object to legal counsel to Kinross making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Red Back is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. Red Back will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Red Back is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithKinross.

Court Proceedings. KML Subject to the terms of this Agreement, Rio Alto will cooperate with and assist Sulliden in seeking the Interim Order and the Final Order, including by providing Sulliden on a timely basis any information reasonably required to be supplied by Rio Alto in connection therewith. Sulliden will provide Pembina and its legal counsel to Rio Alto with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Sulliden will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Arrangement, or with Pembina’s Rio Alto's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Rio Alto to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Rio Alto's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Sulliden shall also provide to Rio Alto's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Sulliden in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Sulliden indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Sulliden will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Sulliden will not object to legal counsel to Rio Alto making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Sulliden is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Sulliden will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Sulliden is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it shall do so after notice to, and in consultation and cooperation with, Rio Alto. [Redacted to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewithprotect sensitive confidential information.]

Court Proceedings. KML The Company will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser and included in such material and any other matters contained therein. KML The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML the Company will not object to legal counsel to Pembina the Purchaser making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML The Company will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and evidence served on KML the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement. KML The Company shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina the Purchaser shall use commercially reasonable efforts to cooperate with and assist KML the Company in seeking the Interim Order and the Final Order, including by providing to KMLthe Company, on a timely basis, any information reasonably required to be supplied by Pembina the Purchaser in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, eOne will diligently pursue and the Purchaser will cooperate with and assist eOne in seeking the Interim Order and the Final Order, including by providing eOne on a timely basis any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. eOne will provide Pembina and its legal counsel to the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML eOne will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by Section 2.3(c) of this Agreement and this Section 2.7 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML eOne shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on eOne in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by eOne indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. eOne will ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, eOne will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that eOne is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. eOne will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, eOne is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML will In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Xxxxxxxxxx shall diligently pursue the Interim Order and the Final Order. Subject to the terms of this Agreement, Neuronetics shall cooperate with and assist Greenbrook in seeking the Interim Order and the Final Order, including by providing to Greenbrook, on a timely basis, any information reasonably required to be supplied by Neuronetics in connection therewith. Greenbrook shall provide Pembina Neuronetics and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required and will give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, comments and will accept the reasonable comments of Pembina Neuronetics and its legal counsel with respect to any such information required to be supplied by Pembina Neuronetics and included in such materials. Subject to applicable Law, Greenbrook shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.10 or with Neuronetics’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Neuronetics to agree or consent to any increase in or variation in the form of Consideration or other matters contained thereinmodification or amendment to such filed or served materials that expands or increases Neuronetics’ obligations, or diminishes or limits Neuronetics’ rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. KML will Greenbrook shall also provide to Neuronetics’ legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on Greenbrook in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Xxxxxxxxxx indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Greenbrook shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Greenbrook shall not object to Neuronetics’ legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Greenbrook is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Greenbrook shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Greenbrook is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithNeuronetics.

Court Proceedings. KML Subject to the terms of this Agreement, Premier will diligently pursue, and Equinox Gold will cooperate with Premier in seeking, the Interim Order and the Final Order. Premier will provide Pembina and its legal counsel to Equinox Gold with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing and will give reasonable consideration to all such comments. Premier will also provide legal counsel to Equinox Gold on a timely basis a description with copies of any information required notice of appearance or notice of intent to be supplied by Pembina oppose and any evidence served on Premier or its legal counsel in respect of the application for inclusion the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Premier will not file any material with the Court in connection with the Arrangement or serve any such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel not agree to modify or amend materials so filed or served, except as contemplated hereby or with respect Equinox Gold’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Equinox Gold to agree or consent to any increase in the Consideration Shares, or other modification or amendment to such information required to be supplied by Pembina and included filed or served materials that expands or increases Equinox Gold’s obligations, or diminishes or limits Equinox Gold’s rights set forth in such material and any other matters contained thereinthis Agreement. KML Premier will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Premier will not object to legal counsel to Pembina Equinox Gold making such submissions on in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided Equinox Gold advises Premier of the nature of such submissions prior to the application and such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, APM will cooperate with and assist Xxxxxxxxxxx in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxxxx on a timely basis any information reasonably required to be supplied by APM in connection therewith. Xxxxxxxxxxx will provide Pembina and its legal counsel to APM with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, Arrangement and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Xxxxxxxxxxx will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaAPM’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed. Xxxxxxxxxxx shall also provide to APM’s outside counsel on a timely basis copies of (i) any notice of appearance or other Court documents served on Xxxxxxxxxxx in respect of the application for either the Interim Order or the Final Order or any appeal therefrom and of (ii) any notice, whether written or oral, received by Xxxxxxxxxxx indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Xxxxxxxxxxx shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Xxxxxxxxxxx will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with APM’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Pembina APM to agree or consent to any increased purchase price increase in or other consideration variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaAPM’s obligations obligations, or diminishes or limits APM’ rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Xxxxxxxxxxx will not object to legal counsel to APM making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Xxxxxxxxxxx is advised of the nature of any submissions with reasonably sufficient time prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Xxxxxxxxxxx will also oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Xxxxxxxxxxx is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with APM.

Court Proceedings. KML will Subject to the terms of this Agreement, each of Pan American and Agnico shall cooperate with and assist Yxxxxx in seeking the Interim Order and the Final Order, including by providing to Yamana, on a timely basis, any information reasonably required to be supplied by each of Pan American and Agnico, respectively, in connection therewith. Yamana shall provide Pembina Pan American’s and its Agnico’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Yamana shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.11 or with Pan American’s and Agnico’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Pan American or Agnico to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Pan American’s or Agnico’s obligations, or diminishes or limits Pan American’s or Agnico’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Yamana shall also provide to Pan American’s and Agnico’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Yamana in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Yxxxxx indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Yamana shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Yxxxxx shall not object to Pan American’s legal counsel to Pembina or Agnico’s legal counsel making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Yxxxxx is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Yxxxxx shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Yamana is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPan American and Agnico.

Court Proceedings. KML will Subject to the terms of this Agreement, Gold Fields shall cooperate with and assist Yxxxxx in seeking the Interim Order and the Final Order, including by providing to Yamana, on a timely basis, any information reasonably required to be supplied by Gold Fields in connection therewith. Yamana shall provide Pembina and its Gold Fields’ legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Yamana shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Gold Fields’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Gold Fields to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Gold Fields’ obligations, or diminishes or limits Gold Fields’ rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Yamana shall also provide to Gold Fields’ legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Yamana in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Yxxxxx indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Yamana shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Yxxxxx shall not object to Gold Fields’ legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Yxxxxx is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Yxxxxx shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Yamana is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithGold Fields.

Court Proceedings. KML ‌ In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Pure LP will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and Pure LP will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service ) and filing of that material, and Pure LP will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any on such information required to be supplied by Pembina and included in such material and any other matters contained thereinmaterial. KML Pure LP will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Pure LP will not object to legal counsel to Pembina the Purchaser making such submissions on in support of the application for the Interim Order and the application for the Final Order as Order; provided however, that the Purchaser advises Pure LP of the nature of any such counsel considers appropriate, provided submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. KML Pure LP will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and notice, evidence or other documents served on KML Pure LP or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable LawsLaw, KML no Party will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s the other Parties’ prior written consent, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned; provided however, that nothing herein shall will require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases Pembinathe Purchaser’s obligations obligations, or materially diminishes or limits the Purchaser’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement. KML shall oppose If at any proposal from any Person that would result in time after the Interim Order or issuance of the Final Order containing any provision that and prior to the Effective Date, Pure LP is inconsistent with this Agreement. Subject to required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it will, whenever reasonably practicable, do so after written notice to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, IPL will diligently pursue, and cooperate with Pembina in diligently pursuing, the Interim Order and the Final Order, and IPL will provide Pembina and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML IPL will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML IPL will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML IPL will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML IPL or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromtherefrom and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Laws, KML IPL will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s 's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations 's obligations, or diminishes or limits Pembina's rights, set forth in any such filed or served materials or under this Agreement. KML IPL shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts to cooperate with and assist KML IPL in seeking the Interim Order and the Final Order, including by providing to KMLIPL, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, DXP and Acquiror will cooperate with and assist HSE in seeking the Interim Order and the Final Order, including by providing HSE on a timely basis any information required to be supplied by DXP and Acquiror in connection therewith. HSE will provide Pembina and its legal counsel to DXP and Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML HSE will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaDXP’s and Acquiror’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina DXP or Acquiror to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaDXP’s and Acquiror’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML HSE shall also provide to DXP’s and Acquiror’s outside legal counsel on a timely basis copies of any notice of appearance or other Court documents served on HSE in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by HSE indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. HSE will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, HSE will not object to legal counsel to DXP and Acquiror making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that HSE is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement and are supportive thereof. HSE will use commercially reasonable efforts to oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, HSE is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithDXP and Acquiror.

Court Proceedings. KML (a) TIN will diligently pursue obtaining the Interim Order and the Final Order and ensure that all material filed with the Court is consistent with this Agreement and the Plan of Arrangement. Subject to the terms of this Agreement, ELT will co-operate with, assist and consent to TIN seeking the Interim Order and the Final Order, including by providing TIN on a timely basis any information required to be supplied by ELT in connection therewith. TIN will provide Pembina and its legal counsel to ELT with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML TIN will also provide legal counsel to Pembina ELT on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML TIN or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML TIN will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaELT’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; , provided that nothing herein shall require Pembina ELT to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaELT’s obligations set forth in any such filed or served materials or under this Agreement. KML . (b) TIN shall oppose any proposal from or by any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to Agreement or the Plan of Arrangement, and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing do so only after notice to, and in cooperation with, ELT. (c) TIN shall not object to KMLlegal counsel to ELT making such submissions on the application for the Interim Order and/or the application for the Final Order as such counsel considers appropriate, on a timely basis, provided that such submissions are consistent with this Agreement and provided further that TIN and its legal counsel are advised of the nature of any information reasonably required such submissions prior to be supplied by Pembina in connection therewiththe hearing.

Court Proceedings. KML will Subject to the terms of this Agreement, Company shall prepare, file and diligently pursue an application for the Interim Order and the Final Order and Acquiror shall cooperate with and assist Company in seeking the Interim Order and the Final Order, including by providing Company on a timely basis any information required to be supplied by Acquiror in connection therewith. Company shall provide Pembina and its Acquiror’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required and shall give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will Company shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will Company shall also provide Acquiror’s legal counsel to Pembina on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML will Company shall not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaAcquiror’s prior written consent, such consent not to be unreasonably withheld or delayedwithheld; provided that nothing herein shall require Pembina Acquiror to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s the obligations of, or diminishes rights of, Acquiror and its Subsidiaries set forth in this Agreement or in such materials. In addition, Company shall not unreasonably object to Acquiror or its legal counsel making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as Acquiror or its legal counsel considers reasonably appropriate, provided that Company is advised of the nature of any submissions as soon as practicable prior to the hearing and such filed or served materials or under submissions are consistent with this AgreementAgreement and the Plan of Arrangement. KML Company shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewithAcquiror.

Court Proceedings. KML Subject to the terms of this Agreement, Numinus will cooperate with and assist Novamind in seeking the Interim Order and the Final Order, including by providing Novamind on a timely basis any information reasonably required to be supplied by Numinus in connection therewith. Novamind will provide Pembina and its legal counsel to Numinus with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, Arrangement and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Novamind will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.9 or with Pembina’s Numinus’ prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed. Novamind shall also provide to Numinus’ outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Novamind in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Novamind indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Novamind shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Novamind will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Numinus’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Pembina Numinus to agree or consent to any increased purchase price increase in or other consideration variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations Numinus’ obligations, or diminishes or limits Numinus’ rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Novamind will not object to legal counsel to Numinus making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Novamind is advised of the nature of any submissions with reasonably sufficient time prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Novamind will also oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Novamind is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with Numinus.

Court Proceedings. KML (a) Subject to the terms of this Agreement, Xxxxxxx will cooperate with, assist and consent to Target seeking the Interim Order and the Final Order, including by providing Target, on a timely basis, with any information required to be supplied by Xxxxxxx in connection with seeking such orders. Target will provide Pembina and its legal counsel to Xxxxxxx with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable consideration to all comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions Xxxxxxx on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangementmaterial. KML Target will also promptly provide legal counsel to Pembina on a timely basis Xxxxxxx with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML Target or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromfrom either such order. Subject to applicable LawsLaw, KML Target will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement or with Pembina’s Xxxxxxx’x prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein Xxxxxxx shall require Pembina not be required to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Xxxxxxx’x obligations set forth in any such filed or served materials or under this Agreement. KML shall . (b) Target will oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject Agreement and if, at any time prior to the terms issuance of this Agreementthe Final Order and prior to the Effective Date, Pembina Target is required to return to Court with respect to the Final Order, it shall use commercially reasonable efforts cooperate do so only after notice to, and after Target, acting reasonably, consults and cooperates with, Xxxxxxx with and assist KML in seeking respect to such Court application. Target will not object to legal counsel to Xxxxxxx making such submissions on the application for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that Target and its legal counsel are advised of the nature of any such submissions prior to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe hearing.

Court Proceedings. KML Fission will provide Pembina Xxxxxxx and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Fission will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with Pembina’s Xxxxxxx’x prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Xxxxxxx to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Xxxxxxx’x obligations set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. KML Fission shall oppose also provide to Xxxxxxx and to Xxxxxxx’x legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Fission in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Fission indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Fission will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Fission will not object to legal counsel to Xxxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Fission is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Fission will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Fission is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so after notice to, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with, Xxxxxxx.

Court Proceedings. KML will Subject to the terms of this Agreement, the Company shall cooperate with and assist Telecure and Acquireco in seeking the Interim Order and the Final Order, including by providing to Telecure on a timely basis any information reasonably required to be supplied by the Company in connection therewith as requested by Telecure. Telecure shall provide Pembina and its legal counsel to the Company with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required Arrangement and shall give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Acquireco will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.04 or with Pembinathe Company’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that that, nothing herein shall require Pembina the Company to agree or consent to any increased purchase price or other consideration decrease in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaTelecure’s obligations and Acquireco’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall Telecure and Acquireco shall, subject to applicable Law, oppose any proposal from any Person that would result the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with the Company. Acquireco shall also provide to the Company’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Telecure or Acquireco in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Telecure or Acquireco indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Telecure and Acquireco shall ensure that is inconsistent all materials filed with this Agreement. Subject to the Court in connection with the Arrangement are consistent in all material respects with the terms of this AgreementAgreement and the Plan of Arrangement. In addition, Pembina shall use commercially reasonable efforts cooperate with Telecure and assist KML in seeking Acquireco will not object to legal counsel to the Company making such submissions on the hearing of the motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate; provided that, Telecure and Acquireco are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. For greater certainty, nothing in this Section 2.04 shall limit the Company’s ability to take any and all steps, including by providing the filing of all manner of documents with any Governmental Entity, to KMLenforce its rights hereunder, including in connection with any dispute involving the Company, on a timely basisthe one hand, any information reasonably required to be supplied by Pembina in connection therewithand Telecure and Acquireco, together, on the other hand.

Court Proceedings. KML Subject to the terms of this Agreement, Metanor will cooperate with and assist Bonterra in seeking the Bonterra Interim Order and the Bonterra Final Order, including by providing Bonterra on a timely basis any information reasonably required to be supplied by Metanor in connection therewith. Bonterra will provide Pembina and its legal counsel to Metanor with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Bonterra Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Bonterra will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Bonterra Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 3.6 or with PembinaMetanor’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Pembina Metanor to agree or consent to any increased purchase price or other consideration decrease in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaMetanor’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Bonterra Arrangement. KML Bonterra shall also provide to Metanor’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Bonterra in respect of the application for the Bonterra Interim Order or the Bonterra Final Order or any appeal therefrom and of any notice, whether written or oral, received by Bonterra indicating any intention to oppose the granting of the Bonterra Interim Order or the Bonterra Final Order or to appeal the Bonterra Interim Order or the Bonterra Final Order. Bonterra will ensure that all materials filed with the Court in connection with the Bonterra Arrangement are consistent in all material respects with the terms of this Agreement and the Bonterra Plan of Arrangement. Bonterra will also oppose any proposal from any Person party that would result in the Interim Order or Bonterra Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Bonterra Final Order and prior to the Effective Date, Bonterra is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Bonterra Final Order or by Law to return to Court with and assist KML in seeking respect to the Interim Order and the Bonterra Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMetanor.

Court Proceedings. KML will Subject to the terms of this Agreement, Akerna shall cooperate with and assist Ample in seeking the Interim Order and the Final Order, including by providing to Ample, on a timely basis, any information reasonably required to be supplied by Akerna in connection therewith. Ample shall provide Pembina and its Akerna’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to Applicable Law, Ample shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Akerna’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Akerna to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Akerna’s obligations, or diminishes or limits Akerna’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Ample shall also provide to Akerna’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Ample in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Ample indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Ample shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Ample shall not object to Akerna’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Ample is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Ample shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Ample is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Applicable Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithAkerna.

Court Proceedings. KML Subject to the terms of this Agreement, GG and FCR will cooperate with and assist GAA in seeking the Interim Order and the Final Order, including by providing to GAA, on a timely basis, any information reasonably required to be supplied by GG or FCR, as the case may be, in connection therewith. GAA will provide Pembina and its legal counsel to each of GG and FCR with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, GAA will not file any material with the Court in connection with the Arrangement or serve any such material, and will agree to not modify or amend materials so filed or served, except as contemplated by providing this Section 2.7, as required by the Court or with each of GG and FCR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require GG or FCR to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases either of GG or FCR’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. GAA shall also provide to GG and FCR’s respective legal counsel on a timely basis a description copies of any information required notice of appearance or other Court documents served on GAA in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by GAA indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML GAA will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML GAA will not object to legal counsel to Pembina GG and/or FCR making submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that GAA is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML GAA will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, GAA is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithGG and FCR.

Court Proceedings. KML Subject to the terms of this Agreement, Pan American will cooperate with and assist Minefinders in seeking the Interim Order and the Final Order, including by providing Minefinders on a timely basis any information reasonably required to be supplied by Pan American in connection therewith. Minefinders will provide Pembina and its legal counsel to Pan American with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Minefinders will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaPan American’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Pan American to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPan American’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Minefinders shall also provide to Pan American’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Minefinders in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Minefinders indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Minefinders will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Minefinders will not object to legal counsel to Pan American making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Minefinders is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Minefinders will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Minefinders is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPan American.

Court Proceedings. KML The Company will provide Pembina and its legal counsel to the Parent, USCo, the Purchaser and US New Opco with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsApplicable Law, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase in the consideration payable under the terms of the Plan of Arrangement or other consideration or other any modification or amendment to such filed or served materials that expands or increases Pembinathe Parent’s, USCo’s or the Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not object to legal counsel to the terms Parent, USCo, the Purchaser and US New Opco making such submissions in favor of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the consummation of the Arrangement on the hearing of the motion for the Interim Order and the application for the Final Order, including by providing consistent with the terms of this Agreement and the Plan of Arrangement, as such counsel considers appropriate, provided that the Company and its legal counsel are advised of the nature of any submissions prior to KMLthe hearing. The Company will also provide legal counsel to the Parent, USCo, the Purchaser and US New Opco on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Subject to the terms of this Agreement, CBK will cooperate with and assist RDK in seeking the Interim Order and the Final Order, including by providing RDK on a timely basis any information reasonably required to be supplied by CBK in connection therewith. RDK will provide Pembina and its legal counsel to CBK with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML RDK will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaCBK’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina CBK to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaCBK’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML RDK shall also provide to CBK’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on RDK in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by RDK indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. RDK will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, RDK will not object to legal counsel to CBK making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that RDK is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. RDK will use commercially reasonable efforts to oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, RDK is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithCBK.

Court Proceedings. KML will In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Xxxxxxxxxx shall diligently pursue the Interim Order and the Final Order. Subject to the terms of this Agreement, Neuronetics shall cooperate with and assist Greenbrook in seeking the Interim Order and the Final Order, including by providing to Greenbrook, on a timely basis, any information reasonably required to be supplied by Neuronetics in connection therewith. Greenbrook shall provide Pembina Neuronetics and its legal counsel with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required and will give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, comments and will accept the reasonable comments of Pembina Neuronetics and its legal counsel with respect to any such information required to be supplied by Pembina Neuronetics and included in such materials. Subject to applicable Law, Greenbrook shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.10 or with Neuronetics’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Neuronetics to agree or consent to any increase in or variation in the form of Consideration or other matters contained thereinmodification or amendment to such filed or served materials that expands or increases Neuronetics’ obligations, or diminishes or limits Neuronetics’ rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. KML will Greenbrook shall also provide to Neuronetics’ legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on Greenbrook in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Xxxxxxxxxx indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Greenbrook shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Greenbrook shall not object to Neuronetics’ legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Greenbrook is advised of the nature of any submissions prior to the hearing and such submissions are consistent ​ ​ in all material respects with this Agreement and the Plan of Arrangement. KML will Greenbrook shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Greenbrook is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithNeuronetics.

Court Proceedings. KML Aurizon will diligently pursue obtaining the Interim Order and the Final Order and ensure that all material filed with the Court is consistent with this Agreement and the Plan of Arrangement. Subject to the terms of this Agreement, Hecla will co-operate with, assist and consent to Aurizon seeking the Interim Order and the Final Order, including by providing Aurizon on a timely basis any information required to be supplied by Hecla in connection therewith. Aurizon will provide Pembina and its legal counsel to Hecla with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML Aurizon will also provide legal counsel to Pembina Hecla on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML Aurizon or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Aurizon will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaHecla’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; , provided that nothing herein shall require Pembina Hecla to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaHecla’s obligations set forth in any such filed or served materials or under this Agreement. KML shall Aurizon will oppose any proposal from any Person person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreementthe Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, Pembina shall use commercially reasonable efforts cooperate and in consultation and cooperation with and assist KML in seeking Hecla. Aurizon will not object to legal counsel to Hecla making such submissions on the application for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that Aurizon and its legal counsel are advised of the nature of any such submissions prior to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe hearing.

Court Proceedings. KML will Renewables shall provide Pembina TransAlta and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed by Renewables with the Court in connection with the ArrangementArrangement and any supplement or amendment thereto, including by providing on a timely basis a description of any information required to be supplied by Pembina TransAlta for inclusion in such materialmaterials, prior to the service and filing of that materialsuch materials, and will accept the reasonable comments of Pembina TransAlta and its legal counsel with respect to any such information required to be supplied by Pembina TransAlta and included in such material materials, and will provide counsel to TransAlta on a timely basis with copies of any other matters contained thereinnotice of appearance and evidence served on Renewables or its counsel in respect of the application for the Interim Order and/or the Final Order or any appeal therefrom and of any notice (written or oral) received by Renewables indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. KML Renewables will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In additionRenewables will not, KML will not object subject to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateApplicable Law, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior the written consentconsent of TransAlta, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina . In addition, Xxxxxxxxxx will not object to agree or consent legal counsel to any increased purchase price or other consideration or other modification or amendment to TransAlta making such filed or served materials that expands or increases Pembina’s obligations set forth in any submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such filed or served materials or under this Agreementcounsel considers appropriate, acting reasonably. KML shall Xxxxxxxxxx will oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Applicable Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLdo so only after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithTransAlta.

Court Proceedings. KML will Subject to the terms of this Agreement, Vail shall cooperate with and assist Whistler in seeking the Interim Order and the Final Order, including by providing to Whistler, on a timely basis, any information reasonably required to be supplied by Vail in connection therewith. Whistler shall provide Pembina and its Vail’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Whistler shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.8 or with Vail’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Vail to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Vail’s obligations, or diminishes or limits Vail’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Whistler shall also provide to Vail’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Whistler in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Whistler indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Whistler shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Whistler shall not object to Vail’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Whistler is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Whistler shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Whistler is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithVail.

Court Proceedings. KML Subject to the terms of this Agreement, GSV will cooperate with, assist and consent to BMG seeking the Interim Order and the Final Order, including by providing BMG on a timely basis any information required to be supplied by GSV in connection therewith. BMG will provide Pembina and its legal counsel to GSV with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML BMG will also provide legal counsel to Pembina GSV on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML BMG or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML BMG will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaGSV’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina GSV to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaGSV’s obligations set forth in any such filed or served materials or under this Agreement. KML shall In addition, BMG will not object to legal counsel to GSV making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that BMG is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. BMG will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contains any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, BMG is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to the Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with GSV.